USA Compression moves partnership domicile to Texas

USA Compression Partners, LP has changed its legal domicile from Delaware to Texas through a Plan of Conversion.

Rhea-AI Filing Summary

USA Compression Partners, LP has changed its legal domicile from Delaware to Texas through a Plan of Conversion. The partnership states that this redomiciliation does not alter its CUSIP, trading symbol, federal tax ID, business, assets, liabilities, offices, net worth, or employees, and that unitholder rights under the new Texas partnership agreement are substantially similar to those under the prior Delaware agreement.

Following the move, unitholder rights are governed by Texas law and a Texas partnership agreement, including existing provisions that centralize control with the general partner, allow issuance of unlimited additional partnership interests, and permit limited call rights if the general partner and affiliates own more than 80% of a class. The partnership also highlights updated risk factors, including potential loss of limited liability in certain circumstances, possible clawback of wrongful distributions under Texas law, an exclusive forum provision designating a Texas business court for most partnership and securities-related disputes, and tax risks if it were ever treated as a corporation for federal income tax purposes or subjected to additional state-level entity taxes.

Insights

Governance and legal structure analyst

USA Compression shifts to Texas domicile with largely unchanged economics but sharper Texas-law governance and risk framing.

The partnership has converted from a Delaware to a Texas limited partnership, with the board and Conflicts Committee approving the move. It explicitly states no material change to its business, capital structure, employees, or trading details, and describes the new Texas partnership agreement as substantively similar to the prior Delaware agreement.

Key investor-facing terms are largely preserved: quarterly distributions of available cash within 45 days, majority unitholder approval thresholds for major asset sales and mergers, a 66 2/3% vote to remove the general partner, 80% ownership thresholds for limited call rights, and significant discretion for the general partner, subject to “good faith” standards.

Risk factor updates emphasize Texas-specific nuances. These include potential loss of limited liability for unitholders if their actions are deemed to constitute “control,” possible liability to repay wrongful distributions under Texas law, and an exclusive Texas forum clause for many partnership and securities-related disputes, which may affect litigation convenience and costs. The filing also reiterates tax sensitivity: continued partnership treatment for federal income tax purposes and exposure to state taxes such as the Texas Margin Tax are important to the after-tax value of distributions.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Quarterly distribution timing: Within 45 days after quarter-end General partner removal threshold: 66 2/3% of outstanding units Limited call right ownership threshold: More than 80% of limited partner interests +3 more

6 metrics

Quarterly distribution timing Within 45 days after quarter-end Timing for distributing available cash under both Delaware and Texas agreements

General partner removal threshold 66 2/3% of outstanding units Vote required to remove the general partner, including affiliates’ units

Limited call right ownership threshold More than 80% of limited partner interests Ownership level at which the general partner may buy out remaining units of a class

Special meeting ownership threshold 20% of outstanding securities of a class Ownership required for limited partners to call a special meeting

Texas statute for wrongful distributions Section 153.112 of the TBOC Limits on distributions where liabilities exceed fair value of assets

Texas Margin Tax exposure Tax on gross income apportioned to Texas Example of state-level entity taxation that can reduce distributable cash

Key Terms

Plan of Conversion, Conflicts Committee, Texas Business Organizations Code, Rule 12g-3(a), +2 more

6 terms

Plan of Conversion regulatory

"On July 6, 2026, USA Compression Partners, LP changed its state of formation... pursuant to a Plan of Conversion."

A plan of conversion is a legal blueprint that lays out how a company or a class of securities will be changed from one form into another — for example converting a business type or swapping one kind of share or note for another — listing the steps, approvals required and what each owner will receive. Investors care because it can change ownership percentages, voting rights, tax treatment and whether shares remain tradable; think of it like a remodeling plan that shows who keeps which rooms and how the house will function afterwards.

Conflicts Committee governance

"This redomiciliation was approved by the board... in reliance in part on the recommendation and Special Approval of the Conflicts Committee."

Texas Business Organizations Code regulatory

"Following the redomiciliation, the unitholders’ rights are governed by the Texas Partnership Agreement... and the TBOC."

Rule 12g-3(a) regulatory

"By operation of Rule 12g-3(a) of the Securities Exchange Act of 1934... the Texas Partnership has succeeded to the Delaware Partnership’s attributes as the registrant."

Texas Margin Tax tax

"For example, we are required to pay the Texas Margin Tax on our gross income apportioned to Texas."

Business Court in the First Business Court Division of the State of Texas legal

"Our Partnership Agreement provides that... the Business Court in the First Business Court Division of the State of Texas... shall be the exclusive forum..."

FAQ

What did USA Compression Partners (USAC) change in this 8-K filing?

USA Compression Partners converted from a Delaware limited partnership to a Texas limited partnership. The partnership states this redomiciliation does not materially change its business, assets, liabilities, offices, employees, CUSIP, trading symbol, or federal tax identification number, while updating governing law and agreements to Texas.

How does the Texas partnership agreement affect USAC unitholder rights?

The Texas partnership agreement is described as substantially similar to the prior Delaware agreement. Unitholders keep comparable economic and voting rights, including quarterly distributions, majority approval for major transactions, and high thresholds to remove the general partner, while governance and dispute provisions now reference Texas law and courts.

What new legal forum provisions apply to USA Compression (USAC) unitholders?

The partnership agreement designates the Business Court in the First Business Court Division of Texas, or another Texas court with jurisdiction, as the exclusive forum for many partnership, TBOC, and federal securities law claims. Federal courts still handle matters where federal law grants exclusive jurisdiction.

What liability risks do USAC common unitholders face under Texas law?

The filing notes that unitholders could lose limited liability if their actions are deemed to constitute “control” of the business, or if the partnership operates in states without complying with local partnership laws. Certain wrongful distributions may also have to be repaid if they violated Texas statutory limits on distributions.

How could tax treatment change for USA Compression Partners (USAC) unitholders?

The partnership’s tax appeal depends on being treated as a partnership for federal income tax purposes. If it were ever treated as a corporation, entity-level federal and state taxes would reduce cash available for distribution and likely lower after-tax returns. The filing also highlights exposure to state-level taxes like the Texas Margin Tax.

Did the redomiciliation to Texas change USAC’s distribution policy?

The partnership states that under both the former Delaware and current Texas agreements, it intends to distribute all available cash within 45 days after each quarter, after reserving amounts the general partner deems necessary for operations, legal compliance, debt instruments, and potential future distributions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

July 6, 2026

Date of Report (Date of earliest event reported)

USA COMPRESSION PARTNERS, LP

(Exact name of Registrant as specified in its charter)

Texas		1-35779		75-2771546
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

8115 Preston Road, Suite 700

Dallas, Texas 75225

(Address of principal executive offices)

(214) 545-0440

(Registrant’s telephone number, including area code)

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:

☐ 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 class		Trading symbol(s)		Name of each exchange on which registered
Common units representing limited partner interests		USAC		New 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. ☐

Item 3.03 Material Modification to Rights of Security Holders.

The information included in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03 to the extent required herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Redomiciliation from Delaware to Texas

On July 6, 2026, USA Compression Partners, LP (the “Partnership”) changed its state of formation from the State of Delaware to the State of Texas pursuant to a Plan of Conversion. This redomiciliation was approved by the board of directors of the general partner in reliance in part on the recommendation and Special Approval (as defined in the Delaware Partnership Agreement (as defined below)) of the Conflicts Committee (as defined in the Delaware Partnership Agreement).

The redomiciliation was accomplished by filing a Certificate of Conversion with the Delaware Secretary of State and a Certificate of Conversion and a Certificate of Formation with the Texas Secretary of State.

Following the redomiciliation:

• The affairs of the Partnership ceased to be governed by the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”) and became subject to the Texas Business Organizations Code (the “TBOC”), and the certificate of limited partnership and Second Amended and Restated Agreement of Limited Partnership of the Partnership (the “Delaware Partnership Agreement”) that were in effect immediately prior to the redomiciliation were replaced by the certificate of formation and Agreement of Limited Partnership of the Partnership (the “Texas Partnership Agreement”) approved in connection with the redomiciliation and Plan of Conversion. For clarity, references in this filing to “the Delaware Partnership” mean the Partnership as it existed prior to the time of the redomiciliation; and references to “the Texas Partnership” mean the Partnership at the time of and following the redomiciliation.

• The Partnership is deemed to be the same entity as it was prior to the redomiciliation, without interruption; all property that the Delaware Partnership had prior to the redomiciliation continues to be vested in the Texas Partnership; all debts, obligations and liabilities of the Delaware Partnership prior to the redomiciliation continue as the debts, obligations and other liabilities of the Texas Partnership after the redomiciliation; and, except as provided by law, all of the rights, privileges, immunities and powers which the Delaware Partnership possessed prior to the redomiciliation continue to be vested in the Texas Partnership without change after the redomiciliation.

• All unitholders of the Delaware Partnership immediately before the redomiciliation remain unitholders of the Texas Partnership immediately after the redomiciliation, in that each common unit of the Delaware Partnership converted into a common unit of the Texas Partnership.

• Each option, warrant or other right to acquire common units of the Delaware Partnership which was outstanding immediately prior to the redomiciliation converted to an outstanding option, warrant or other right to acquire common units of the Texas Partnership.

• Each phantom unit award, restricted unit award, cash restricted unit award or restricted unit relating to the common units of the Delaware Partnership which was outstanding immediately prior to the redomiciliation converted to an equivalent phantom unit award, restricted unit award, cash restricted unit award or restricted unit of the Texas Partnership having the same terms and conditions as were in effect immediately prior to the redomiciliation.

• Each employee benefit plan, incentive compensation plan or other similar plan of the Delaware Partnership which was in effect immediately prior to the redomiciliation continues to be an employee benefit plan, incentive compensation plan or other similar plan of the Texas Partnership following the redomiciliation.

• Each director or officer of the general partner who was in office immediately before the redomiciliation continues to hold his or her respective office with the general partner following the redomiciliation of the Partnership. The general partner is redomiciling from Delaware to Texas concurrently with the Partnership and will remain the general partner of the Partnership following the redomiciliation.

The redomiciliation did not result in any change in the Partnership’s CUSIP, trading symbol, federal tax identification number, or any material change in its business, offices, assets, liabilities, obligations or net worth, or employees. The Partnership continues to maintain its principal executive offices at 8115 Preston Road, Suite 700, Dallas, Texas 75225.

The rights of the unitholders were governed by the Delaware Partnership Agreement and the Delaware Act prior to the redomiciliation. Following the redomiciliation, the unitholders’ rights are governed by the Texas Partnership Agreement, as in effect upon consummation of the redomiciliation, and the TBOC. The Partnership believes that the rights and obligations of unitholders of the Partnership contained in the Delaware Partnership Agreement immediately prior to the conversion are substantially the same as the rights and obligations of unitholders of the Partnership contained in the Texas Partnership Agreement immediately after the conversion.

Set forth below is a comparison between the rights of a unitholder under the Delaware Partnership Agreement and the Delaware Act, on the one hand, and the rights of a holder of units under the Texas Partnership Agreement and the TBOC, on the other hand. The comparison below is by its nature a summary and does not include descriptions of all of the terms in the Delaware Partnership Agreement or Texas Partnership Agreement or of all statutory provisions in the Delaware Act or the TBOC.

The following summary does not reflect any rules of the New York Stock Exchange or any other national exchange that may apply to the Partnership in connection with the matters discussed. This summary does not purport to be a complete discussion of, and is qualified in its entirety by reference to, the Delaware Act, the TBOC, the Delaware Partnership Agreement and the Texas Partnership Agreement.

Purpose and Term of Existence

Delaware Partnership		Texas Partnership
Engage in any business activity that is approved by the general partner and that lawfully may be conducted by a limited partnership. Until dissolved pursuant to the terms of the Delaware Partnership Agreement.		Engage in any business activity that is approved by the general partner and that lawfully may be conducted by a limited partnership. Until dissolved pursuant to the terms of the Texas Partnership Agreement.

Distributions of Available Cash

Delaware Partnership		Texas Partnership
Within 45 days after the end of each quarter, the Partnership will distribute all of its available cash to the partners. Available cash is defined in the Delaware Partnership Agreement and generally means, with respect to each calendar quarter, all cash and cash equivalents on hand at the end of such quarter, less the amount of cash reserves established by the general partner to: • provide for the proper conduct of the business;		Within 45 days after the end of each quarter, the Partnership will distribute all of its available cash to the partners. Available cash is defined in the Texas Partnership Agreement and generally means, with respect to each calendar quarter, all cash and cash equivalents on hand at the end of such quarter, less the amount of cash reserves established by the general partner to: • provide for the proper conduct of the business;

Delaware Partnership		Texas Partnership
• comply with applicable law, any of the Delaware Partnership’s debt instruments or other agreements; or • provide funds for distributions to the Delaware Partnership’s unitholders for any one or more of the next four quarters.		• comply with applicable law, any of the Texas Partnership’s debt instruments or other agreements; or • provide funds for distributions to the Texas Partnership’s unitholders for any one or more of the next four quarters.

Distributions upon Liquidation

Delaware Partnership		Texas Partnership
Proceeds from the liquidation of the Delaware Partnership’s assets will be used to discharge the liabilities of the Delaware Partnership. Any remaining assets will be distributed to partners per their capital account balances, subject to preferred unit liquidation preferences.		Proceeds from the liquidation of the Texas Partnership’s assets will be used to discharge the liabilities of the Texas Partnership. Any remaining assets will be distributed to partners per their capital account balances, subject to preferred unit liquidation preferences.
Merger and Consolidation Delaware Partnership		Texas Partnership
Merger or consolidation requires the prior consent of the general partner. Once approved by the general partner, unless the merger or consolidation is of a type not requiring limited partner approval, the merger agreement must be submitted to a vote of the limited partners, and the merger agreement will be approved upon receipt of the affirmative vote of the holders of a majority of the outstanding units (unless, in certain circumstances, the affirmative vote of a greater percentage is required). In certain specified circumstances set forth in the Delaware Partnership Agreement, the general partner can convert or merge the Delaware Partnership into another limited liability entity without the approval of the limited partners.		Merger or consolidation requires the prior consent of the general partner. Once approved by the general partner, unless the merger or consolidation is of a type not requiring limited partner approval, the merger agreement must be submitted to a vote of the limited partners, and the merger agreement will be approved upon receipt of the affirmative vote of the holders of a majority of the outstanding units (unless, in certain circumstances, the affirmative vote of a greater percentage is required). In certain specified circumstances set forth in the Texas Partnership Agreement, the general partner can convert or merge the Texas Partnership into another limited liability entity without the approval of the limited partners.

Disposal of Assets

Delaware Partnership		Texas Partnership
Except in limited circumstances specified in the Delaware Partnership Agreement, the general partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Delaware Partnership in a single transaction or series of related transactions (including by way of merger, consolidation or other combination) without approval of the holders of a majority of the outstanding units. The general partner is able to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Delaware Partnership’s assets without approval, and, if such encumbrance is foreclosed or realized upon, sell the Delaware Partnership’s assets in satisfaction of such encumbrance.		Except in limited circumstances specified in the Texas Partnership Agreement, the general partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Texas Partnership in a single transaction or series of related transactions (including by way of merger, consolidation or other combination) without approval of the holders of a majority of the outstanding units. The general partner is able to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the Texas Partnership’s assets without approval, and, if such encumbrance is foreclosed or realized upon, sell the Texas Partnership’s assets in satisfaction of such encumbrance.

Rights and Obligations of the Different Classes of Unitholders

Delaware Partnership		Texas Partnership
Holders of Common Units and general partner interests have certain voting, economic and other rights and obligations that are specific and particular to such equityholder’s class of equity.		Holders of Common Units and general partner interests have certain voting, economic and other rights and obligations that are specific and particular to such equityholder’s class of equity.

Transfer of General Partner Interest

Delaware Partnership		Texas Partnership
The general partner may transfer all or any of its general partner interest at any time without unitholder approval if (i) the transferee assumes the rights and duties of the general partner and is bound by the Delaware Partnership Agreement, (ii) the Delaware Partnership receives an opinion of counsel confirming no loss of limited liability or taxable entity status under Delaware law, and (iii) the transferee agrees to purchase all of the general partner interest in the Delaware Partnership or membership interests of the general partner in each other subsidiary of the Delaware Partnership.		The general partner may transfer all or any of its general partner interest at any time without unitholder approval if (i) the transferee assumes the rights and duties of the general partner and is bound by the Texas Partnership Agreement, (ii) the Texas Partnership receives an opinion of counsel confirming no loss of limited liability or taxable entity status under Texas law, and (iii) the transferee agrees to purchase all of the general partner interest in the Texas Partnership or membership interests of the general partner in each other subsidiary of the Texas Partnership.

Withdrawal of General Partner

Delaware Partnership		Texas Partnership
The general partner may voluntarily withdraw at any time by giving at least 90 days’ advance written notice to unitholders. Upon voluntary withdrawal, the holders of a majority of the outstanding units may elect a successor general partner prior to the effective date of withdrawal.		The general partner may voluntarily withdraw at any time by giving at least 90 days’ advance written notice to unitholders. Upon voluntary withdrawal, the holders of a majority of the outstanding units may elect a successor general partner prior to the effective date of withdrawal.

Removal of General Partner

Delaware Partnership		Texas Partnership
The general partner may be removed if such removal is approved by a vote of at least 66 2/3% of the outstanding units voting as a single class, including units held by the general partner and its affiliates, and the Delaware Partnership receives an opinion of counsel as to limited liability and tax matters. Any removal of the general partner is also subject to the approval of a successor general partner by the vote of the holders of a majority of the outstanding common units, voting as a class.		The general partner may be removed if such removal is approved by a vote of at least 66 2/3% of the outstanding units voting as a single class, including units held by the general partner and its affiliates, and the Texas Partnership receives an opinion of counsel as to limited liability and tax matters. Any removal of the general partner is also subject to the approval of a successor general partner by the vote of the holders of a majority of the outstanding common units, voting as a class.

Limited Call Rights

Delaware Partnership		Texas Partnership
If at any time the general partner and its affiliates own more than 80% of the issued and outstanding limited partner interests of any class, the general partner has the right, assignable to the Delaware Partnership or any of the general partner’s affiliates, to purchase all, but not less than all, of the outstanding units of that class held by non-affiliated persons, as of a record date to be selected by the general partner, on at least 10, but not more than 60, days’ notice. The purchase price in the event of this purchase is the greater of: • the highest price paid by the general partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which the general partner first mails notice of its election to purchase those limited partner interests; and • the average of the daily closing prices of the partnership securities of such class over the 20 consecutive trading days preceding the date that is three days before the date the notice is mailed.		If at any time the general partner and its affiliates own more than 80% of the issued and outstanding limited partner interests of any class, the general partner has the right, assignable to the Texas Partnership or any of the general partner’s affiliates, to purchase all, but not less than all, of the outstanding units of that class held by non-affiliated persons, as of a record date to be selected by the general partner, on at least 10, but not more than 60, days’ notice. The purchase price in the event of this purchase is the greater of: • the highest price paid by the general partner or any of its affiliates for any limited partner interests of the class purchased within the 90 days preceding the date on which the general partner first mails notice of its election to purchase those limited partner interests; and • the average of the daily closing prices of the partnership securities of such class over the 20 consecutive trading days preceding the date that is three days before the date the notice is mailed.

Partnership Agreement Amendment

Delaware Partnership		Texas Partnership
Amendments to the Delaware Partnership Agreement may be proposed only by the general partner. However, the general partner will have no duty or obligation to propose any amendment and may decline to do so free of any fiduciary duty or obligation whatsoever to the Delaware Partnership or the limited partners, including any duty to act in good faith or in the best interests of the Delaware Partnership or the limited partners. In order to adopt a proposed amendment, other than the amendments discussed below, the general partner is required to seek written approval of the holders of the number of the Delaware Partnership’s units required to approve the amendment or to call a meeting of the limited partners to consider and vote upon the proposed amendment. Proposed amendments submitted to the unitholders must be approved by a requisite percentage of unitholders. The Delaware Partnership’s general partner may generally make amendments to the Delaware Partnership Agreement without the approval of any limited partner to reflect: • a change in the Delaware Partnership’s name, the location of its principal place of business, its registered agent or its registered office;		Amendments to the Texas Partnership Agreement may be proposed only by the general partner. However, the general partner will have no duty or obligation to propose any amendment and may decline to do so free of any fiduciary duty or obligation whatsoever to the Texas Partnership or the limited partners, including any duty to act in good faith or in the best interests of the Texas Partnership or the limited partners. In order to adopt a proposed amendment, other than the amendments discussed below, the general partner is required to seek written approval of the holders of the number of the Texas Partnership’s units required to approve the amendment or to call a meeting of the limited partners to consider and vote upon the proposed amendment. Proposed amendments submitted to the unitholders must be approved by a requisite percentage of unitholders. The Texas Partnership’s general partner may generally make amendments to the Texas Partnership Agreement without the approval of any limited partner to reflect: • a change in the Texas Partnership’s name, the location of its principal place of business, its registered agent or its registered office;

Delaware Partnership		Texas Partnership
• the admission, substitution, withdrawal or removal of partners in accordance with the Delaware Partnership Agreement; • a change that the general partner determines to be necessary or appropriate to qualify or continue the qualification of the Delaware Partnership as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither the Partnership nor any of its subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes; • a change that the general partner determines (i) does not adversely affect the limited partners (considered as a whole) in any material respect, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the units or comply with any rule, regulation, guideline or requirement of any national securities exchange on which the units are or will be listed, (iii) to be necessary or appropriate in connection with action taken by the general partner to effect a combination or split of the Delaware Partnership’s securities or (iv) to be required to effect the intent expressed in the Delaware Partnership’s Registration Statement or the intent of the provisions of the Delaware Partnership Agreement; • a change in the Delaware Partnership’s fiscal year or taxable year and related changes; • an amendment that is necessary, in the opinion of the Delaware Partnership’s counsel, to prevent the general partner or its general partner or its general partner’s directors, officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisers Act of 1940 or “plan asset” regulations adopted under ERISA whether or not substantially similar to plan asset regulations currently applied or proposed;		• the admission, substitution, withdrawal or removal of partners in accordance with the Texas Partnership Agreement; • a change that the general partner determines to be necessary or appropriate to qualify or continue the qualification of the Texas Partnership as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither the Partnership nor any of its subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for U.S. federal income tax purposes; • a change that the general partner determines (i) does not adversely affect the limited partners (considered as a whole) in any material respect, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the TBOC) or (B) facilitate the trading of the units or comply with any rule, regulation, guideline or requirement of any national securities exchange on which the units are or will be listed, (iii) to be necessary or appropriate in connection with action taken by the general partner to effect a combination or split of the Texas Partnership’s securities or (iv) to be required to effect the intent expressed in the Texas Partnership’s Registration Statement or the intent of the provisions of the Texas Partnership Agreement; • a change in the Texas Partnership’s fiscal year or taxable year and related changes; • an amendment that is necessary, in the opinion of the Texas Partnership’s counsel, to prevent the general partner or its general partner or its general partner’s directors, officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisers Act of 1940 or “plan asset” regulations adopted under ERISA whether or not substantially similar to plan asset regulations currently applied or proposed;

Delaware Partnership		Texas Partnership
• an amendment that the Delaware Partnership’s general partner determines to be necessary or appropriate in connection with the authorization or issuance of additional partnership interests; • any amendment expressly permitted in the Delaware Partnership Agreement to be made by the general partner acting alone; • an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of the Delaware Partnership Agreement; • any amendment that the general partner determines to be necessary or appropriate for the formation by the Delaware Partnership of, or its investment in, any corporation, partnership or other entity, as otherwise permitted by the Delaware Partnership Agreement; • conversions into, mergers with or conveyances to another limited liability entity pursuant to the Delaware Partnership Agreement; or • any other amendments substantially similar to any of the matters described in the clauses above.		• an amendment that the Texas Partnership’s general partner determines to be necessary or appropriate in connection with the authorization or issuance of additional partnership interests; • any amendment expressly permitted in the Texas Partnership Agreement to be made by the general partner acting alone; • an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of the Texas Partnership Agreement; • any amendment that the general partner determines to be necessary or appropriate for the formation by the Texas Partnership of, or its investment in, any corporation, partnership or other entity, as otherwise permitted by the Texas Partnership Agreement; • conversions into, mergers with or conveyances to another limited liability entity pursuant to the Texas Partnership Agreement; or • any other amendments substantially similar to any of the matters described in the clauses above.

Dissolution

Delaware Partnership		Texas Partnership
The Delaware Partnership will dissolve and its affairs will be wound up, if: • the general partner withdraws and no successor is elected; • the general partner elects to dissolve the Delaware Partnership and the election is approved by the holders of a majority of the outstanding units; • there is an entry of a judicial decree for dissolution pursuant to the Delaware Act; or • at any time there are no limited partners.		The Texas Partnership will dissolve and its affairs will be wound up, if: • the general partner withdraws and no successor is elected; • the general partner elects to dissolve the Texas Partnership and the election is approved by the holders of a majority of the outstanding units; • there is an entry of a judicial decree for dissolution pursuant to the TBOC; or • at any time there are no limited partners.

Management

Delaware Partnership		Texas Partnership
The general partner will conduct, direct and manage all of the Delaware Partnership’s activities. Except as specifically granted in the Delaware Partnership Agreement, all management powers over the business and affairs of the Delaware Partnership will be exclusively vested in the general partner, and no limited partner or assignee will have any management power over the business and affairs of the Delaware Partnership. Subject to certain restrictions contained in the Delaware Partnership Agreement, the general		The general partner will conduct, direct and manage all of the Texas Partnership’s activities. Except as specifically granted in the Texas Partnership Agreement, all management powers over the business and affairs of the Texas Partnership will be exclusively vested in the general partner, and no limited partner or assignee will have any management power over the business and affairs of the Texas Partnership. Subject to certain restrictions contained in the Texas Partnership Agreement, the general partner has full

Delaware Partnership		Texas Partnership
partner has full power and authority to do all things and on such terms as it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Delaware Partnership. Common Unitholders of the Delaware Partnership have no right to elect the general partner or the board of directors of the general partner. The general partner has the right to appoint and replace the members of the board of directors, including all of its independent directors. In addition, the limited partners are limited in their ability to remove the general partner.		power and authority to do all things and on such terms as it, in its sole discretion, may deem necessary or appropriate to conduct the business of the Texas Partnership. Common Unitholders of the Texas Partnership have no right to elect the general partner or the board of directors of the general partner. The general partner has the right to appoint and replace the members of the board of directors, including all of its independent directors. In addition, the limited partners are limited in their ability to remove the general partner.

Issuance of Partnership Interests

Delaware Partnership		Texas Partnership
The Delaware Partnership may issue an unlimited number of additional partnership interests and other equity securities, including securities senior to the Delaware Partnership’s Common Units, without the approval of existing unitholders.		The Texas Partnership may issue an unlimited number of additional partnership interests and other equity securities, including securities senior to the Texas Partnership’s Common Units, without the approval of existing unitholders.

Transfer of Units; Status as a Limited Partner

Delaware Partnership		Texas Partnership
The Delaware Partnership shall not recognize any transfer of limited partner interests until the certificates evidencing such interests are surrendered. By acceptance of the transfer of any limited partner interest in accordance with the Delaware Partnership Agreement a transferee: • shall be admitted to the Delaware Partnership as a limited partner; • shall become bound, and shall be deemed to have agreed to be bound, by the terms of the Delaware Partnership Agreement; • represents that such transferee has the capacity, power and authority to enter into the Delaware Partnership Agreement; and • makes the consents, acknowledgements and waivers contained in the Delaware Partnership Agreement, all with or without execution of the Delaware Partnership Agreement by such transferee.		The Texas Partnership shall not recognize any transfer of limited partner interests until the certificates evidencing such interests are surrendered. By acceptance of the transfer of any limited partner interest in accordance with the Texas Partnership Agreement a transferee: • shall be admitted to the Texas Partnership as a limited partner; • shall become bound, and shall be deemed to have agreed to be bound, by the terms of the Texas Partnership Agreement; • represents that such transferee has the capacity, power and authority to enter into the Texas Partnership Agreement; and • makes the consents, acknowledgements and waivers contained in the Texas Partnership Agreement, all with or without execution of the Texas Partnership Agreement by such transferee.

Indemnification

Delaware Partnership		Texas Partnership
Under the Delaware Partnership Agreement, in most circumstances, the Delaware Partnership will		Under the Texas Partnership Agreement, in most circumstances, the Texas Partnership will indemnify

Delaware Partnership		Texas Partnership
indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events: • its general partner; • any departing general partner; • any person who is or was an affiliate of its general partner or any departing general partner; • any person who is or was a manager, managing member, director, officer, employee, agent, fiduciary or trustee of the Delaware Partnership, its subsidiaries, its general partner, any departing general partner or any of their affiliates; • any person who is or was serving at the request of a general partner, any departing general partner or any of their respective affiliates as a manager, managing member, director, officer, employee, agent, fiduciary or trustee of another person owing a fiduciary duty to the Delaware Partnership or its subsidiaries; • any person who controls a general partner or departing general partner; and • any person designated by its general partner. Any indemnification under these provisions will only be out of the Delaware Partnership’s assets. Unless it otherwise agrees, the Delaware Partnership’s general partner will not be personally liable for, or have any obligation to contribute or lend funds or assets to the Delaware Partnership to enable the Delaware Partnership to effectuate, indemnification. The Delaware Partnership may purchase insurance against liabilities asserted against and expenses incurred by persons for its activities, regardless whether it would have the power to indemnify the person against liabilities under the Delaware Partnership Agreement.		the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events: • its general partner; • any departing general partner; • any person who is or was an affiliate of its general partner or any departing general partner; • any person who is or was a manager, managing member, director, officer, employee, agent, fiduciary or trustee of the Texas Partnership, its subsidiaries, its general partner, any departing general partner or any of their affiliates; • any person who is or was serving at the request of a general partner, any departing general partner or any of their respective affiliates as a manager, managing member, director, officer, employee, agent, fiduciary or trustee of another person owing a fiduciary duty to the Texas Partnership or its subsidiaries; • any person who controls a general partner or departing general partner; and • any person designated by its general partner. Any indemnification under these provisions will only be out of the Texas Partnership’s assets. Unless it otherwise agrees, the Texas Partnership’s general partner will not be personally liable for, or have any obligation to contribute or lend funds or assets to the Texas Partnership to enable the Texas Partnership to effectuate, indemnification. The Texas Partnership may purchase insurance against liabilities asserted against and expenses incurred by persons for its activities, regardless whether it would have the power to indemnify the person against liabilities under the Texas Partnership Agreement.

Meetings; Voting

Delaware Partnership		Texas Partnership
A special meeting of the limited partners may be called by the general partner or by the limited partners owning 20% or more of the outstanding securities of the Delaware Partnership of the class for which a meeting is proposed. Unitholders are entitled to vote on the following matters: • the sale or disposition of all or substantially all of the Delaware Partnership and its subsidiaries’ assets;		A special meeting of the limited partners may be called by the general partner or by the limited partners owning 20% or more of the outstanding securities of the Texas Partnership of the class for which a meeting is proposed. Unitholders are entitled to vote on the following matters: • the sale or disposition of all or substantially all of the Texas Partnership and its subsidiaries’ assets;

Delaware Partnership		Texas Partnership
• the election of a successor general partner following the withdrawal or removal of the general partner; • an election to dissolve the Delaware Partnership by the general partner; • the continuation of the Delaware Partnership following dissolution of the Delaware Partnership, subject to the terms of the Delaware Partnership Agreement; • certain amendments of the Delaware Partnership Agreement; and • a merger agreement or a plan of conversion, subject to the terms of the Delaware Partnership Agreement. Holders of more than 20% of any class of securities of the Delaware Partnership may not vote on any matter except for the general partner, its affiliates, their direct transferees and their indirect transferees approved by the general partner, or any other holder that acquired such securities with the prior approval of the general partner.		• the election of a successor general partner following the withdrawal or removal of the general partner; • an election to dissolve the Texas Partnership by the general partner; • the continuation of the Texas Partnership following dissolution of the Texas Partnership, subject to the terms of the Texas Partnership Agreement; • certain amendments of the Texas Partnership Agreement; and • a merger agreement or a plan of conversion, subject to the terms of the Texas Partnership Agreement. Holders of more than 20% of any class of securities of the Texas Partnership may not vote on any matter except for the general partner, its affiliates, their direct transferees and their indirect transferees approved by the general partner, or any other holder that acquired such securities with the prior approval of the general partner.

Elimination of Fiduciary Duties

Delaware Partnership		Texas Partnership
Pursuant to the Delaware Partnership Agreement, default general partner fiduciary duties under state governing law are generally replaced with a requirement for the general partner to act in “good faith,” which is defined in the Delaware Partnership Agreement to mean the general partner’s subjective belief that an action is in the best interests of the Delaware Partnership and its subsidiaries. With respect to certain other actions taken in its individual capacity, the general partner is permitted to act in its sole discretion with no duty to the limited partners.		Pursuant to the Texas Partnership Agreement, default general partner fiduciary duties under state governing law are generally replaced with a requirement for the general partner to act in “good faith,” which is defined in the Texas Partnership Agreement to mean the general partner’s subjective belief that an action is in the best interests of the Texas Partnership and its subsidiaries. With respect to certain other actions taken in its individual capacity, the general partner is permitted to act in its sole discretion with no duty to the limited partners.

Exculpation of General Partner and Affiliated Persons

Delaware Partnership		Texas Partnership
The general partner and its officers and directors will not be liable to the Delaware Partnership or limited partners for acts or omissions or any breach of duty without a final and non-appealable judgment being entered into against the general partner or its officers or directors for such acts or omissions or in circumstances involving acting in bad faith, or in the case of a criminal matter, acting with the knowledge that the conduct was unlawful.		The general partner and its officers and directors will not be liable to the Texas Partnership or limited partners for acts or omissions or any breach of duty without a final and non-appealable judgment being entered into against the general partner or its officers or directors for such acts or omissions or in circumstances involving acting in bad faith, or in the case of a criminal matter, acting with the knowledge that the conduct was unlawful.

Conflicted Transaction Approvals

Delaware Partnership		Texas Partnership
Whenever a potential conflict of interest exists or arises between the general partner or any of its affiliates, on the one hand, and the Delaware Partnership, any of its affiliates, any partner or any assignee, on the other, any resolution or course of action by the general partner or its affiliates in respect of such conflict of interest shall be permitted and deemed approved by all partners, and shall not constitute a breach of the Delaware Partnership Agreement or of any agreement contemplated therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by the Conflicts Committee, (ii) approved by the vote of the holders of a majority of the Common Units (excluding Common Units owned by the general partner and its affiliates), (iii) on terms no less favorable to the Delaware Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Delaware Partnership, taking into account the totality of the relationships between the parties involved.		Whenever a potential conflict of interest exists or arises between the general partner or any of its affiliates, on the one hand, and the Texas Partnership, any of its affiliates, any partner or any assignee, on the other, any resolution or course of action by the general partner or its affiliates in respect of such conflict of interest shall be permitted and deemed approved by all partners, and shall not constitute a breach of the Texas Partnership Agreement or of any agreement contemplated therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by the Conflicts Committee, (ii) approved by the vote of the holders of a majority of the Common Units (excluding Common Units owned by the general partner and its affiliates), (iii) on terms no less favorable to the Texas Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Texas Partnership, taking into account the totality of the relationships between the parties involved.

Applicable Law; Forum, Venue and Jurisdiction

Delaware Partnership		Texas Partnership
The Delaware Partnership Agreement is governed by Delaware law and requires that specified claims, suits, actions or proceedings — including those relating to the partnership agreement or any partnership interest, those arising under the Delaware Act, and those arising under the federal securities laws — be brought exclusively in the Court of Chancery of the State of Delaware (or, if that court does not have subject matter jurisdiction, another court located in the State of Delaware with subject matter jurisdiction), subject to the exceptions provided by law for claims within the exclusive jurisdiction of the federal courts.		The Texas Partnership Agreement is governed by Texas law and requires that specified claims, suits, actions or proceedings — including those relating to the partnership agreement or any partnership interest, those arising under the TBOC, and those arising under the federal securities laws — be brought exclusively in the Business Court in the First Business Court Division of the State of Texas (or, if that court does not have subject matter jurisdiction, another court located in the State of Texas with subject matter jurisdiction), subject to the exceptions provided by law for claims within the exclusive jurisdiction of the federal courts.

Agreement of Limited Partnership of the Partnership Following the Redomiciliation

The Texas Partnership’s certificate of formation and the Texas Partnership Agreement, as currently in effect, are similar in substance to the Delaware Partnership’s certificate of limited partnership and the Delaware Partnership Agreement, which were in effect prior to the redomiciliation, except as necessary to accommodate differences between the laws of the two states.

The foregoing description of provisions of the Partnership’s Plan of Conversion, certificate of formation and the Texas Partnership Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan of Conversion, certificate of formation and the Texas Partnership Agreement, copies of which are filed as Exhibits 2.1, 3.1 and 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01 Other Events.

On or about the date of this Current Report on Form 8-K, the Partnership is filing with the Securities and Exchange Commission post-effective amendments to its registration statements for the purpose of expressly adopting those registration statements as its own, in accordance with Rule 414 of the Securities Act of 1933, as amended. Certain exhibits that are to be incorporated by reference into those registration statements, as amended by the post-effective amendments, have been filed with this Current Report on Form 8-K.

In connection with the completion of the redomiciliation and by operation of Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Delaware Partnership’s Common Units are deemed registered under Section 12(b) of the Exchange Act and the Texas Partnership has succeeded to the Delaware Partnership’s attributes as the registrant with respect thereto.

The Partnership is filing the risk factors attached hereto as Exhibit 99.1 for the purpose of updating the risk factor disclosures contained in its prior filings with the Securities and Exchange Commission, including those in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The updated risk factors are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

USAC Finance Corp., a wholly owned subsidiary of the Partnership, is redomiciling from Delaware to Texas concurrently with the Partnership.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

2.1		Plan of Conversion of USA Compression Partners, LP, dated as of July 2, 2026
3.1		Certificate of Formation of USA Compression Partners, LP, dated as of July 2, 2026
3.2		Agreement of Limited Partnership of USA Compression Partners, LP, dated as of July 6, 2026
99.1		Risk Factors
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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
By:		/s/ Christopher W. Porter
		Christopher W. Porter
		Senior Vice President, General Counsel and Secretary

Date: July 6, 2026

Exhibit 99.1

RISK FACTORS

The following are updates to risk factors that were previously disclosed by the Partnership in its Annual Report on Form 10-K to reflect the Partnership’s conversion from a Delaware limited partnership to a Texas limited partnership. These risk factors should be read in conjunction with the risk factors described in “Part I – Item 1A. Risk Factors” of the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 17, 2026.

The Partnership Agreement restricts the remedies available to our unitholders for actions taken by the General Partner that otherwise might constitute breaches of fiduciary duty.

The Partnership Agreement contains provisions that restrict the remedies available to unitholders for actions taken by the General Partner that otherwise might constitute breaches of fiduciary duty under state fiduciary duty law. For example, the Partnership Agreement:

• provides that whenever the General Partner makes a determination or takes, or declines to take, any other action in its capacity as the General Partner, the General Partner is required to make such determination, or take or decline to take such other action, in good faith, and will not be subject to any higher standard imposed by the Partnership Agreement, Texas law, or any other law, rule, or regulation, or at equity;

• provides that the General Partner will not have any liability to us, or our unitholders, for decisions made in its capacity as general partner so long as such decisions are made in good faith, meaning that it believed that the decisions were in the best interest of the Partnership;

• provides that the General Partner and its officers and directors will not be liable for monetary damages to us, our limited partners or their assignees resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the General Partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and

• provides that the General Partner will not be in breach of its obligations under the Partnership Agreement or its fiduciary duties to us or our unitholders if a transaction with an affiliate or the resolution of a conflict of interest is:

• approved by the conflicts committee of the Board, although the General Partner is not obligated to seek such approval;

• approved by the vote of a majority of our outstanding common units, excluding any common units owned by the General Partner and its affiliates;

• on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or

• fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us.

In a situation involving a transaction with an affiliate or a conflict of interest, any determination by the General Partner must be made in good faith. If an affiliate transaction or the resolution of a conflict of interest is not approved by our common unitholders or the conflicts committee and the Board determines that the resolution or course of action taken with respect to the affiliate transaction or conflict of interest satisfies either of the standards set forth in the last two bullets above, then it will be conclusively deemed that, in making its decision, the Board acted in good faith.

Unitholders may not have limited liability if a court finds that limited partner actions constitute control of our business.

Under Texas law, unitholders could be held liable for our obligations to the same extent as a general partner if a court determined that the right of limited partners to remove our General Partner or to take other action under the Partnership Agreement constituted participation in the “control” of our business. Additionally, under Texas law, the General Partner has unlimited liability for the obligations of the Partnership, such as our debts and environmental liabilities, except for those contractual obligations of the Partnership that are expressly made without recourse to the General Partner.

The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some of the states in which we do business. Unitholders could have unlimited liability for obligations of the Partnership if a court or government agency determined that (i) we were conducting business in a state, but had not complied with that particular state’s partnership statute; or (ii) a unitholder’s right to act with other unitholders to remove or replace the General Partner, to approve some amendments to the Partnership Agreement, or to take other actions under the Partnership Agreement constituted “control” of our business.

Unitholders may have liability to repay distributions that were wrongfully distributed to them.

Under certain circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under Section 153.112 of the Texas Business Organizations Code (the “TBOC”), we may not make a distribution if the distribution would cause our liabilities to exceed the fair value of our assets. The TBOC provides that limited partners who received the distribution and who knew at the time of the distribution that it violated Texas law will be liable to the limited partnership for the distribution amount. Liabilities to partners on account of their interest in the Partnership and liabilities that are nonrecourse to the Partnership are not counted for purposes of determining whether a distribution is permissible.

Our Partnership Agreement designates the Business Court in the First Business Court Division of the State of Texas as the exclusive forum for certain types of actions and proceedings that may be initiated by our unitholders, which would limit our unitholders’ ability to choose the judicial forum for disputes with us or our general partner’s directors, officers, or other employees.

Our Partnership Agreement provides that, with certain limited exceptions, the Business Court in the First Business Court Division of the State of Texas (or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Texas with subject matter jurisdiction) shall be the exclusive forum for any claims, suits, actions, or proceedings (i) arising out of, or relating in any way to the Partnership Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of the Partnership Agreement), any partnership interest or the duties, obligations, or liabilities among limited partners or of limited partners, or the rights or powers of, or restrictions on, the limited partners or us, (ii) asserting a claim arising out of any other instrument, document, agreement, or certificate contemplated by any provision of the TBOC relating to the Partnership or the Partnership Agreement, (iii) asserting a claim against us arising pursuant to any provision of the TBOC, or (iv) arising out of the federal securities laws of the U.S. or securities or anti-fraud laws of any governmental authority.

The exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. To the extent that any such claims may be based on federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation or similar governing documents has been challenged in legal proceedings, and it is possible that a court could find the choice of forum provisions contained in our Partnership Agreement to be inapplicable or unenforceable, including with respect to claims arising under the U.S. federal securities laws. This exclusive forum provision may limit the ability of a limited partner to commence litigation in a forum that the limited partner prefers, or may require a limited partner to incur additional costs in order to commence litigation in Texas, each of which may discourage such lawsuits against us or our General Partner’s directors or officers. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could negatively affect our business, results of operations, and financial condition.

Tax Risks to Common Unitholders

Our tax treatment depends on our status as a partnership for federal income tax purposes. If the IRS were to treat us as a corporation for federal income tax purposes or if we were to become subject to material additional amounts of entity-level taxation for state tax purposes, then our cash available for distribution would be substantially reduced.

The anticipated after-tax economic benefit of an investment in our common units largely depends on us being treated as a partnership for federal income tax purposes. We have not requested a ruling from the IRS on this or any other tax matter affecting us.

Despite the fact that we are a limited partnership under Texas law, it is possible in certain circumstances for a partnership such as ours to be treated as a corporation for federal income tax purposes. Although we do not believe based on our current operations that we are or will be so treated, a change in our business or a change in current law could cause us to be treated as a corporation for federal income tax purposes or otherwise subject us to taxation as an entity.

If we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our taxable income at the corporate tax rate, and likely would pay state and local income tax at varying rates. Distributions generally would be taxed again as corporate dividends (to the extent of our current and accumulated earnings and profits), and no income, gains, losses, deductions, or credits would flow through to you. Because taxes would be levied on us as a corporation, our cash available for distribution also would be substantially reduced. Therefore, if we were treated as a corporation for federal income tax purposes, there would be a material reduction in the anticipated cash flow and after-tax return to our unitholders, likely causing a substantial reduction in the value of our common units.

Changes in current state law may subject us to additional entity-level taxation by individual states. Because of widespread state budget deficits and other reasons, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise, and other forms of taxation. For example, we are required to pay the Texas Margin Tax on our gross income apportioned to Texas. Imposition of any similar taxes by any other state may reduce the cash available for distribution substantially, and therefore, negatively impact the value of an investment in our common units.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 19.0 KB

Other Documents

• EX-2.1 EX-2.1 575.4 KB
• EX-3.1 EX-3.1 50.1 KB
• EX-3.2 EX-3.2 497.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB