USA Compression Partners, LP Announces Pricing of $1.0 Billion Offering of Senior Notes
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The private placement of $1.0 billion in senior unsecured notes by USA Compression Partners, LP is a significant capital market transaction with implications for the company's financial structure. The 7.125% interest rate on the new notes is notably higher than the 6.875% rate of the notes due for redemption, indicating a potential increase in debt servicing costs. This could affect the company's cash flow and financial flexibility, especially in the context of a potentially rising interest rate environment.
Investors will be interested in the company’s rationale for the timing and the terms of the offering, as well as the use of proceeds. Repaying existing borrowings and redeeming older notes can be a strategic move to manage the maturity profile of the debt and potentially lower the overall cost of capital in the long term. However, the immediate impact on the company's leverage and interest expense will be a key factor in assessing the financial health of the company post-transaction.
From a market perspective, the private placement's success will depend on institutional investors' appetite for energy sector debt, particularly in the midstream segment where USA Compression Partners operates. The offering's reception may reflect broader market sentiment towards credit risk and the energy industry's outlook. The company's decision not to list the notes on any securities exchange suggests a strategic preference for private, less liquid markets, which typically involve a more selective pool of investors.
Understanding the market dynamics, including the demand for high-yield debt and the current credit spreads for similar instruments, will be crucial. If the offering is well-received, it could signal confidence in the company's long-term prospects and the energy sector's resilience. Conversely, a lukewarm reception might indicate market concerns over sector-specific risks or a more cautious approach to credit investments amid economic uncertainty.
The legal aspects of the notes offering, particularly the reliance on Rule 144A and Regulation S for the sale to qualified institutional buyers and non-U.S. persons, are key for compliance with securities regulations. These rules allow the company to raise capital efficiently without the more extensive disclosure requirements of a public offering. It is crucial for investors to understand that the notes, being unregistered, carry certain restrictions on their transferability, which could affect their liquidity and pricing in the secondary market.
Moreover, the statement that the notes will not be listed on any securities exchange or automated quotation system means they will trade over-the-counter (OTC), which generally involves less transparency compared to exchange-traded securities. This could impact the ease with which investors can ascertain the market value of these notes and execute trades.
The Partnership estimates that it will receive net proceeds of approximately
The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any other jurisdiction. Unless they are registered, the notes may be offered only in transactions that are exempt from registration under the Securities Act and applicable state securities laws. The notes are being offered only to qualified institutional buyers under Rule 144A under the Securities Act and to non-
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of an offering memorandum.
FORWARD-LOOKING STATEMENTS
Statements in this press release may be forward-looking statements as defined under federal law, including those related to the Partnership’s securities offering. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties and factors, many of which are outside the control of the Partnership, and a variety of risks that could cause results to differ materially from those expected by management of the Partnership. The Partnership undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this press release. Known material factors that could cause the Partnership’s actual results to differ materially from the results contemplated by such forward-looking statements are described in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the Securities and Exchange Commission on February 13, 2024. You should also understand that it is not possible to predict or identify all such factors and you should not consider these factors to be a complete statement of all potential risks and uncertainties.
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USA Compression Partners, LP
Investor Relations
ir@usacompression.com
Source: USA Compression Partners, LP
FAQ
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