USA Compression Partners, LP (NYSE:USAC) Files An 8-K Regulation FD Disclosure

ME Staff 8-k
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USA Compression Partners, LP (NYSE:USAC) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.

On March5, 2018, USA Compression Partners, LP (the “Partnership”) announced its intent, subject to market conditions, to offer, with its wholly-owned subsidiary USA Compression Finance Corp., a Delaware corporation, $725million in aggregate principal amount of senior unsecured notes due 2026 (the “Notes”) in a private placement to eligible purchasers. In connection with the Notes offering, the Partnership is providing the following information to prospective investors in a preliminary offering memorandum dated March5, 2018: (i)the audited combined financial statements and related notes of CDM Resource Management LLC, a Delaware limited liability company, and CDM Environmental& Technical Services LLC, a Delaware limited liability company (collectively, “CDM”), as of December31, 2017 and 2016 and for the years ended December31, 2017, 2016 and 2015, which is furnished as Exhibit99.1 to this Current Report on Form8-K, (ii)unaudited pro forma condensed consolidated financial information of the Partnership as of and for the year ended December31, 2017, which is furnished as Exhibit99.2 to this Current Report on Form8-K, and (iii)certain other information, which is furnished as Exhibit99.3 to this Current Report on Form8-K. The Partnership intends to use the net proceeds from the offering of the Notes to fund a portion of the cash purchase price of its pending CDM Acquisition. The CDM Acquisition is expected to close on April2, 2018, subject to customary closing conditions.

The information in this Item 7.01, including Exhibits99.1, 99.2 and 99.3, of this Current Report on Form8-K is being “furnished” and shall not be deemed to be “filed” by the Partnership for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

This Current Report on Form8-K includes “forward-looking statements” within the meaning of federal securities laws. Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Partnership’s control. All statements, other than historical facts included in this Current Report on Form8-K, are forward-looking statements. All forward-looking statements speak only as of the date of this Current Report on Form8-K. Although the Partnership believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.

Item 7.01 Other Information.

On March5, 2018, the Partnership issued a press release, a copy of which is attached hereto as Exhibit99.4 and incorporated herein by reference, announcing the offering of the Notes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The Notes will not initially be registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.

Item 7.01. Financial Statements and Exhibits.

(d)Exhibits


USA Compression Partners, LP Exhibit
EX-99.1 2 a18-7560_1ex99d1.htm EX-99.1 Exhibit 99.1   CDM Compression Business   Combined Financial Statements With Report of Independent Certified Public Accountants Thereon     Index to Financial Statements   CDM Compression Business Combined Financial Statements     Report of Independent Certified Public Accountants   1 Combined Balance Sheets as of December 31,…
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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.