USA Compression Partners, LP (USAC) filed a Form 8-K on October 1, 2026, reporting the consummation of internal reorganization transactions and an amendment to its partnership agreement.
The Partnership issued 34,467,347 newly created Class A units to J-W Energy Company, an indirect wholly-owned subsidiary, in exchange for J-W Energy’s interests in a subsidiary. The Class A units were valued at $26.7206 per unit, calculated based on the volume-weighted average price of the Partnership’s common units over the 15-day period ending September 25, 2026.
These Class A units are non-voting, non-redeemable, and not convertible into Common Units. They are not traded on any public securities market and were issued in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
The issuance was formalized by the Partnership’s general partner, USA Compression GP, LLC, which entered into Amendment No. 1 to the Partnership Agreement on October 1, 2026. The amendment details the economic rights of the Class A units, which include a fixed quarterly distribution rate of 2.3125% of the Class A Unit Issue Price (9.25% per annum). The units are entitled to receive distributions from available cash, excluding cash derived from J-W Energy or its subsidiaries.
Regarding tax allocations, the Class A units will not receive items of income, gain, loss, or credit attributable to the Partnership’s ownership of the J-W Group or its indebtedness. Instead, they will be allocated gross income, gain, loss, or deduction (excluding J-W Group Items) until the cumulative amount of such items equals the cumulative distributions made on the units. Additionally, the units will receive depreciation, amortization, and cost recovery deductions as if they were Common Units.
