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USA Compression (NYSE: USAC) buys J-W Energy in $860M cash-unit deal

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(High)
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Form Type
8-K

Rhea-AI Filing Summary

USA Compression Partners, LP completed its previously announced acquisition of J-W Energy Company and J-W Power Company, which are now wholly owned subsidiaries. The partnership and its subsidiary paid aggregate consideration of approximately $860.0 million, consisting of 18,175,323 common units and about $430.0 million in cash, funded through available capacity under its revolving credit facility.

In connection with the deal, USA Compression entered into a registration rights agreement with the seller for the resale of the common units and granted the seller up to two underwritten offerings, while the seller agreed to lock-up restrictions on 50% of the units for six months and the remaining 50% for 12 months after closing. The parties also entered into a board observer agreement allowing Avril Westerman to serve as a non-voting board observer for one year. J-W Energy and J-W Power were added as guarantors under USA Compression’s credit agreement and its 7.125% senior notes due 2029 and 6.250% senior notes due 2033. The unit issuance was made as an unregistered offering under Section 4(a)(2), and related financial statements and pro forma information will be provided in an amendment within 71 days.

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Insights

USA Compression closes an $860M mix cash-and-units acquisition, expanding its footprint and leverage commitments.

USA Compression Partners closed the acquisition of J-W Energy Company and J-W Power Company for aggregate consideration of $860.0 million, split between 18,175,323 common units and about $430.0 million in cash drawn from its revolving credit facility. This structure blends equity and debt capacity, limiting immediate cash outlay while still adding leverage through increased revolver usage.

The seller received registration rights for the common units, including the ability to request up to two underwritten offerings, but accepted lock-up terms restricting 50.0% of its units for six months and the rest for 12 months after the January 12, 2026 closing. A board observer right for Avril Westerman adds seller visibility into governance without voting power. J-W Energy and J-W Power becoming guarantors under the credit facility and the 7.125% notes due 2029 and 6.250% notes due 2033 extends credit support across the enlarged group. Financial and pro forma statements will follow in an amendment within 71 days, which will clarify revenue, earnings contribution, and leverage metrics.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 12, 2026
USA Compression Partners, LP
(Exact Name of Registrant as Specified in Charter)
Delaware1-3577975-2771546
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
8115 Preston Road, Suite 700
Dallas, Texas 75225
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code: (214) 545-0440
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of exchange on which registered
Common units representing limited partner interestsUSACNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Introductory Note
On January 12, 2026 (the “Closing Date”), USA Compression Partners, LP (the “Partnership”) and USA Compression Partners, LLC, a wholly owned subsidiary of the Partnership (the “Buyer”), pursuant to the stock purchase agreement, dated as of November 29, 2025 (the “Purchase Agreement”), among the Partnership, the Buyer, Westerman Ltd. (the “Seller”), J-W Energy Company (“J-W Energy”) and J-W Power Company (“J-W Power”), completed the previously announced acquisition (the “Acquisition”) of all of the issued and outstanding capital stock of J-W Energy from the Seller. Upon the consummation of the Acquisition, J-W Energy and J-W Power became wholly owned subsidiaries of the Partnership.
Item 1.01 Entry into a Material Definitive Agreement.
On the Closing Date, the Partnership entered into a registration rights agreement (the “Registration Rights Agreement”) with the Seller relating to the registered resale of the Common Units (as defined below). Pursuant to the Registration Rights Agreement, among other things, the Partnership is required to use its commercially reasonable efforts to file a registration statement with respect to the resale of the Common Units and the Seller has the right to request that the Partnership initiate up to two underwritten offerings for the Common Units. Under the terms of the Purchase Agreement, the Seller has agreed not to dispose of 50.0% of the Common Units for a period of six months following the closing of the Acquisition and, with respect to the remaining 50.0% of the Common Units, for a period of 12 months following the closing of the Acquisition.
In addition, on the Closing Date, the Partnership, USA Compression GP, LLC, the general partner of the Partnership (the “General Partner”), and the Seller entered into a board observer rights agreement (the “Observer Agreement”), pursuant to which the Seller will be permitted to designate Avril Westerman as a non-voting board observer to the Board of Directors of the General Partner until the first anniversary of the Closing Date.
Furthermore, on the Closing Date, J-W Energy and J-W Power were joined as guarantors under (i) the Eighth Amended and Restated Credit Agreement, dated as of August 27, 2025, among the Partnership, as the borrower, the guarantors party thereto from time to time and the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, (ii) the Indenture, dated as of March 18, 2024, among the Partnership, USA Compression Finance Corp., the subsidiary guarantors party thereto from time to time and Computershare Trust Company, N.A., as trustee, governing the Partnership’s 7.125% senior notes due 2029, and (iii) the Indenture, dated as of September 24, 2025, among the Partnership, USA Compression Finance Corp., the subsidiary guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee, governing the Partnership’s 6.250% senior notes due 2033.
The foregoing description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed herewith as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth under “Introductory Note” above is incorporated by reference into this Item 2.01.
On the Closing Date, the Acquisition was consummated in accordance with the terms and conditions of the Purchase Agreement. In connection with the consummation of the Acquisition, the Partnership and the Buyer paid aggregate consideration of approximately $860.0 million, subject to customary purchase price adjustments, consisting of (i) 18,175,323 common units representing limited partner interests in the Partnership (the “Common Units”) and (ii) approximately $430.0 million in cash. The Partnership funded the cash consideration through available capacity under its revolving credit facility.
Item 3.02 Unregistered Sales of Equity Securities.
The information regarding the Common Units issued to the Seller in connection with the consummation of the Acquisition set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the Common Units was completed in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof.
Item 7.01 Regulation FD Disclosure.
On January 12, 2026, the Partnership issued a press release announcing the closing of the Acquisition. The full text of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 and the press release attached hereto as Exhibit 99.1 relating to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor


shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements related to the Acquisition will be filed as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information related to the Acquisition will be filed as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report is required to be filed.
(d) Exhibits.
Exhibit NumberDescription
2.1
Stock Purchase Agreement, dated November 29, 2025, among USA Compression Partners, LP, USA Compression Partners, LLC, Westerman, Ltd., J-W Energy Company and J-W Power Company (incorporated by reference to Exhibit 2.1 to USA Compression Partners, LP’s Current Report on Form 8-K (File No. 001-35779) filed on December 1, 2025)
4.1
Registration Rights Agreement, dated January 12, 2025, between USA Compression Partners, LP and Westerman, Ltd.
99.1
Press release dated January 12, 2026
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document)


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
USA COMPRESSION PARTNERS, LP
By:USA Compression GP, LLC,
its General Partner
Date:January 14, 2026By:/s/ Christopher W. Porter
Christopher W. Porter
Senior Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did USA Compression Partners (USAC) complete with J-W Energy?

USA Compression Partners, LP completed the acquisition of all issued and outstanding capital stock of J-W Energy Company from Westerman Ltd., and J-W Energy and J-W Power Company became wholly owned subsidiaries of the partnership.

What was the total consideration USA Compression Partners (USAC) paid for J-W Energy and J-W Power?

The partnership and its subsidiary paid aggregate consideration of approximately $860.0 million, consisting of 18,175,323 common units representing limited partner interests in USA Compression Partners and approximately $430.0 million in cash.

How did USA Compression Partners (USAC) fund the cash portion of the J-W acquisition?

The approximately $430.0 million cash portion of the acquisition consideration was funded through available capacity under USA Compression Partners’ revolving credit facility.

What lock-up and registration rights did the seller receive in the USAC acquisition?

Under a registration rights agreement, USA Compression must use commercially reasonable efforts to file a registration statement for resale of the common units, and the seller may request up to two underwritten offerings. The seller agreed not to dispose of 50.0% of the common units for six months after closing, and the remaining 50.0% for 12 months after closing.

Were the common units issued in the J-W acquisition registered with the SEC?

No. The 18,175,323 common units issued to the seller in connection with the acquisition were sold as an unregistered offering in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.

What new guarantees did J-W Energy and J-W Power provide after joining USA Compression Partners (USAC)?

On closing, J-W Energy and J-W Power were joined as guarantors under USA Compression’s Eighth Amended and Restated Credit Agreement, the Indenture governing its 7.125% senior notes due 2029, and the Indenture governing its 6.250% senior notes due 2033.

Will USA Compression Partners (USAC) provide financial statements for the J-W acquisition?

Yes. Financial statements of the business acquired and pro forma financial information related to the acquisition will be filed in an amendment to the report no later than 71 calendar days after the date the report is required to be filed.