USA Compression Partners, LP (NYSE:USAC) Files An 8-K Other Events

Item 8.01. Other Events.

On December8, 2016, USA Compression Partners, LP (the
Partnership) and
USA Compression GP, LLC (the General Partner,
and together with the Partnership, the Partnership
Parties) entered into an underwriting agreement
(the Underwriting
Agreement) with J.P. Morgan Securities LLC, UBS
Securities LLC and Wells Fargo Securities, LLC, for themselves
and as representatives of the other underwriters named therein
(the Underwriters),
providing for the offer and sale (the Offering) by the
Partnership of 4,500,000 common units representing limited
partner interests in the Partnership (Common Units), at
a price to the public of $16.25 per Common Unit ($15.6812 per
Common Unit, net of underwriting discounts and commissions). to
the Underwriting Agreement, the Partnership also granted the
Underwriters an option for a period of 30 days to purchase up to
an additional 675,000 Common Units on the same terms. On
December9, 2016, the Underwriters exercised in full their option
to purchase an additional 675,000 Common Units. The Offering is
expected to close on December14, 2016.

The material terms of the Offering are described in a prospectus
(the Prospectus),
filed by the Partnership with the Securities and Exchange
Commission (the Commission), to
Rule424(b)(5)under the Securities Act of 1933, as amended (the
Securities
Act). The Offering is registered with the
Commission to a Registration Statement on FormS-3, as amended
(File No.333-193724), which was declared effective by the
Commission on June4, 2015.

The Underwriting Agreement contains customary representations,
warranties and agreements of the Partnership Parties, and
customary conditions to closing, obligations of the parties and
termination provisions. The Partnership Parties have agreed to
indemnify the Underwriters against certain liabilities, including
liabilities under the Securities Act, or to contribute to
payments the Underwriters may be required to make because of any
of those liabilities.

The Partnership will receive net proceeds (after deducting
underwriting discounts and commissions, but before paying
offering expenses payable by the Partnership) from the Offering
of approximately $81,150,210. As described in the Prospectus, the
Partnership will use the net proceeds of the sale of the Common
Units to reduce the indebtedness outstanding under its revolving
credit facility and for general partnership purposes.

As described in the Prospectus, affiliates of certain of the
Underwriters are lenders under the Partnerships revolving credit
facility and will receive a substantial portion of the proceeds
from this offering to the repayment of a portion of the
borrowings thereunder. In addition, certain of the Underwriters
have in the past provided and may from time to time in the future
provide commercial banking, investment banking and advisory
services in the ordinary course of their business for the
Partnership Parties and their respective affiliates, as
applicable, for which they have received, and in the future will
be entitled to receive, customary fees and reimbursement of
expenses.

The foregoing description of the Underwriting Agreement is not
complete and is qualified in its entirety by reference to the
full text of the Underwriting Agreement, which is attached as
Exhibit1.1 to this report and incorporated in this Item 8.01 by
reference.

Item 9.01. Financial Statements and
Exhibits.

About USA Compression Partners, LP (NYSE:USAC)

USA Compression Partners, LP is an independent provider of compression services in the United States. The Company provides compression services to its customers primarily in connection with infrastructure applications, including both allowing for the processing and transportation of natural gas through the domestic pipeline system and managing crude oil production through artificial lift processes. The Company’s segment is the compression services business. The Company’s compression services play a role in the production, processing and transportation of both natural gas and crude oil. It provides compression services in various shale plays across the United States, including the Utica, Marcellus, Permian Basin, Mississippi Lime, Granite Wash, Woodford, Barnett, Haynesville, Niobrara and Fayetteville shales. Its business focuses primarily on compression services serving infrastructure installations, including centralized natural gas gathering systems and processing facilities.

USA Compression Partners, LP (NYSE:USAC) Recent Trading Information

USA Compression Partners, LP (NYSE:USAC) closed its last trading session down -0.20 at 16.00 with 386,269 shares trading hands.