USA Compression issues $600M in debt at 6.75%

Q: Can the issuers redeem USAC’s notes before October 2029?

Before October 1, 2029, the issuers may redeem up to 40% of aggregate principal at 106.750% of principal, plus accrued and unpaid interest, using net proceeds from one or more equity offerings. At least 60% must remain outstanding immediately afterward, excluding notes held by the Partnership and its subsidiaries, and redemption must occur within 180 days of the equity-offering closing.

Net proceeds are designated for credit-agreement repayment and offering fees and expenses, while interest is payable twice yearly.

Available on EDGAR 09/24/2026 - 04:32 PM EDT Accepted by SEC EDGAR 09/24/2026 - 04:31 PM EDT

Filing Impact

(High)

Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

USA Compression Partners, LP and its wholly-owned subsidiary, USA Compression Finance Corp., issued $600,000,000 aggregate principal amount of 6.750% senior notes due 2035 on September 18, 2026. Existing subsidiaries other than Finance Corp. and certain future restricted subsidiaries guarantee the notes jointly and severally on a senior unsecured basis.

Interest accrues from September 18, 2026, at 6.750% per year and is payable semi-annually in arrears on April 1 and October 1, beginning April 1, 2027. Net proceeds will be used to repay outstanding borrowings under the Partnership’s credit agreement and pay offering fees and expenses.

Filing Explained

A change of control plus a causally linked ratings decline may require an offer to repurchase the notes at 101% of principal.

The indenture for notes issued on September 18, 2026 makes them unsecured obligations ranking equally with senior indebtedness, but behind secured debt to the extent of collateral value. They are also behind debt of subsidiaries that do not guarantee them, because the filing says the notes are structurally subordinated to that debt.

Before October 1, 2029, the issuers may redeem up to 40% using no more than equity-offering net proceeds, but only within 180 days after the offering closes and if at least 60% remains outstanding; the price is 106.750% plus accrued interest. A separate option allows redemption in whole or part before that date at principal plus a make-whole premium; on or after that date, redemption prices follow the indenture.

If a change of control is followed by a ratings decline caused by that event, and the issuers have not previously or concurrently exercised their redemption right, they may be required to offer to repurchase the notes for 101% of principal plus accrued interest. The indenture also restricts debt incurrence, distributions, affiliate transactions and asset sales.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Aggregate principal amount: $600,000,000 Interest rate: 6.750% per year Maturity: 2035 +4 more

7 metrics

Aggregate principal amount $600,000,000 Senior notes due 2035 issued September 18, 2026

Interest rate 6.750% per year Accrues from September 18, 2026

Maturity 2035 Senior notes

Interest payment schedule Semi-annually on April 1 and October 1, beginning April 1, 2027 Payable in arrears

Equity-offering redemption cap Up to 40% Before October 1, 2029

Equity-offering redemption price 106.750% of principal Before October 1, 2029, plus accrued and unpaid interest

Change-of-control repurchase price 101% of principal When a change of control is followed by a ratings decline caused by that event

Key Terms

qualified institutional buyers, Regulation S, make-whole premium, effectively subordinated, +2 more

6 terms

qualified institutional buyers regulatory

"resold within the United States only to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Regulation S regulatory

"outside the United States only to non-U.S. persons in reliance on Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

make-whole premium financial

"principal amount of the Notes plus a “make-whole” premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

effectively subordinated financial

"effectively subordinated in right of payment to all of the Issuers’ and the Guarantors’"

Debt or claims that are not legally listed as lower priority but, in practice, will be paid after other creditors because of the company’s structure or secured claims. Think of it like standing behind people who are already in line: even if your ticket says you’re next, the way the lines are organized means others get served first, so your chance of getting paid in a default is reduced accordingly.

structurally subordinated financial

"structurally subordinated to all indebtedness of any of the Partnership’s subsidiaries"

A claim or security is structurally subordinated when it sits lower in the legal repayment order because it is issued by a subsidiary rather than the parent company, so its holders are paid only after the parent’s creditors and any creditors of the subsidiary’s parent entities are satisfied. Imagine a line for repayment: structurally subordinated investors stand further back in line, which affects the likelihood and amount they might recover if the company or group faces financial trouble. This matters to investors because it usually implies higher risk and can influence expected return, liquidity, and credit pricing.

restricted payments financial

"the payment of distributions or similar restricted payments"

Restricted payments are cash or asset transfers that a company is contractually barred or limited from making, such as dividends, stock buybacks, certain investments or returns of capital, typically under loan agreements or bond covenants. Investors care because these limits protect creditors by keeping cash in the business, and they directly affect shareholder returns and a company’s flexibility to reward owners or pursue opportunities — like rules on withdrawals from a shared bank account.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much debt did USAC issue, and what is the interest rate?

USA Compression Partners, LP and USA Compression Finance Corp. issued $600,000,000 aggregate principal amount of 6.750% senior notes due 2035. Interest accrues from September 18, 2026, at 6.750% per year and is payable semi-annually in arrears.

How will USAC use the notes’ proceeds?

Net proceeds from the issuance and sale of the notes and guarantees will be used to repay outstanding borrowings under the Partnership’s credit agreement and pay fees and expenses incurred in connection with the offering.

Can the issuers redeem USAC’s notes before October 2029?

Before October 1, 2029, the issuers may redeem up to 40% of aggregate principal at 106.750% of principal, plus accrued and unpaid interest, using net proceeds from one or more equity offerings. At least 60% must remain outstanding immediately afterward, excluding notes held by the Partnership and its subsidiaries, and redemption must occur within 180 days of the equity-offering closing.

What repurchase terms apply to USAC’s notes after a change of control?

If a change of control is followed by a ratings decline caused by that event, and the issuers have not previously or concurrently exercised the described redemption right, they may be required to offer to repurchase the notes at 101% of principal, plus accrued and unpaid interest.

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

Understanding 8-K Material Events →

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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

Date of Report (date of earliest event reported): September 18, 2026

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

Identification No.)

8117 Preston Road, Suite 300

Dallas, TX

75225

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (214) 545-0440

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

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 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 1.01.

Entry into a Material Definitive Agreement.

Indenture

On September 18, 2026, in connection with the previously announced offering (the “Offering”) by USA Compression Partners, LP, a Texas limited partnership (the “Partnership”), and its wholly-owned subsidiary, USA Compression Finance Corp., a Texas corporation (“Finance Corp.” and, together with the Partnership, the “Issuers”) of $600,000,000 in aggregate principal amount of the Issuers’ 6.750% senior notes due 2035 (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 18, 2026, 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 18, 2026 at the rate of 6.750% per year. Interest on the Notes will be payable semi-annually in arrears on each April 1 and October 1, commencing on April 1, 2027.

The net proceeds from the issuance and sale of the Notes and the Guarantees will be used to repay outstanding borrowings under the Partnership’s credit agreement and to pay the fees and expenses incurred in connection with the Offering.

At any time prior to October 1, 2029, the Issuers may redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 106.750% 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, 2029, 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, 2029, 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.

The summary of the Indenture set forth in this Item 1.01 does not purport to be complete and is qualified by reference to such agreement, a copy of which is being filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

4.1		Indenture, dated as of September 18, 2026, by and among USA Compression Partners, LP, USA Compression Finance Corp., the subsidiary guarantors party thereto and U.S. Bank Trust Company, National Association

4.2		Form of 6.750% Senior Note due 2035 (included in Exhibit 4.1)

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.


Date: September 24, 2026	USA COMPRESSION PARTNERS, LP

	By:	USA Compression GP, LLC, its general partner

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents