| Item 1.01. |
Entry into a Material Definitive Agreement. |
Indenture
On September 24, 2025, in connection with the previously announced offering (the “Offering”) by USA Compression Partners, LP, a Delaware limited partnership (the “Partnership”), and its wholly-owned subsidiary, USA Compression Finance Corp., a Delaware corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”) of $750,000,000 in aggregate principal amount of the Issuers’ 6.250% senior notes due 2033 (the “Notes”), the Partnership entered into an Indenture (the “Indenture”), among the Issuers, the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee. The Notes are guaranteed (the “Guarantees”), jointly and severally, on a senior unsecured basis by the Partnership’s existing subsidiaries (other than Finance Corp.) and each of its future restricted subsidiaries that either borrows, or guarantees obligations, under the Partnership’s credit agreement or guarantees certain of the Partnership’s other indebtedness (collectively, the “Guarantors”).
On September 24, 2025, the Notes were issued pursuant to the Indenture in a transaction exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be resold within the United States only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States only to non-U.S. persons in reliance on Regulation S under the Securities Act.
The Notes will accrue interest from September 24, 2025 at the rate of 6.250% per year. Interest on the Notes will be payable semi-annually in arrears on each April 1 and October 1, commencing on April 1, 2026.
The net proceeds from the issuance and sale of the Notes and the Guarantees, together with borrowings under the Partnership’s credit agreement, will be used for the redemption of all of the Issuers’ 6.875% senior notes due 2027 (the “Senior Notes 2027”) and to pay the fees and expenses incurred in connection with the Offering and the redemption of the Senior Notes 2027. Pending the use of the net proceeds to fund a portion of the redemption of the Senior Notes 2027, the Partnership may temporarily apply such net proceeds to repay outstanding borrowings under its credit agreement.
At any time prior to October 1, 2028, the Issuers may redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 106.250% of the principal amount redeemed, plus accrued and unpaid interest, if any, to the redemption date, in an amount not greater than the net proceeds from one or more equity offerings, provided that at least 60% of the aggregate principal amount of the Notes remain outstanding immediately after the occurrence of such redemption (excluding Notes held by the Partnership and its subsidiaries) and redemption occurs within 180 days of the date of the closing of such equity offering. At any time prior to October 1, 2028, the Issuers may redeem the Notes, in whole or in part, at a redemption price equal to the sum of the principal amount of the Notes plus a “make-whole” premium, plus accrued and unpaid interest, if any, to the redemption date. The Issuers may also redeem all or a part of the Notes at any time on or after October 1, 2028, at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to the redemption date. If the Issuers experience a change of control followed by a ratings decline, which ratings decline is caused by the applicable change of control event, unless the Issuers have previously exercised or concurrently exercise the right to redeem the Notes (as described above), the Issuers may be required to offer to repurchase the Notes at a purchase price equal to 101% of the principal amount repurchased, plus accrued and unpaid interest, if any, to the repurchase date.
The Notes and the Guarantees are the general unsecured obligations of the Issuers and the Guarantors and rank equally in right of payment with all of the Issuers’ and the Guarantors’ existing and future senior indebtedness and senior to all of the Issuers’ and the Guarantors’ future subordinated indebtedness, if any. The Notes and the Guarantees are effectively subordinated in right of payment to all of the Issuers’ and the Guarantors’ existing and future secured debt, including debt under the Partnership’s credit agreement and guarantees thereof, to the extent of the value of the assets securing such debt, and are structurally subordinated to all indebtedness of any of the Partnership’s subsidiaries that do not guarantee the Notes.
The Indenture contains customary terms, events of default and covenants relating to, among other things, the incurrence of debt, the payment of distributions or similar restricted payments, undertaking transactions with affiliates and limitations on asset sales.
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