USA Compression Partners, LP filed a Form 8-K with the SEC on September 11, 2026, disclosing that it entered into a purchase agreement on September 9, 2026, to issue $600.0 million in aggregate principal amount of 6.750% senior notes due 2035.

Key Highlights

  • Offering size: $600.0 million in aggregate principal amount of 6.750% senior notes due 2035.
  • Net proceeds: Approximately $592.1 million after deducting initial purchasers' discounts, commissions, and estimated offering expenses.
  • Use of proceeds: Net proceeds will be used to repay outstanding borrowings under the Partnership's credit agreement and to pay fees and expenses related to the offering.
  • Expected closing: On or about September 18, 2026, subject to customary closing conditions.
  • Lock-up period: The issuers and guarantors agreed not to offer, sell, or otherwise dispose of any debt securities (other than the Notes) for 90 days after the date of the Purchase Agreement without prior consent of J.P. Morgan Securities LLC.
  • Registration status: The Notes and Guarantees will not be registered under the Securities Act of 1933 and are being sold under exemptions including Rule 144A and Regulation S.

USA Compression Partners' $600 Million Senior Notes: Terms and Structure

According to the filing, USA Compression Partners, LP and its wholly owned subsidiary USA Compression Finance Corp. (together, the "Issuers") entered into a purchase agreement on September 9, 2026, with J.P. Morgan Securities LLC acting as representative of several initial purchasers. Under the agreement, the Issuers will issue $600.0 million in aggregate principal amount of 6.750% senior notes due 2035. The Notes and related Guarantees will be sold to the initial purchasers at par, with net proceeds to the Issuers of approximately $592.1 million after deducting applicable discounts, commissions, and estimated offering expenses.

The filing discloses that the Notes are guaranteed jointly and severally on a senior unsecured basis by the Partnership's existing subsidiaries (other than Finance Corp.) and each future restricted subsidiary that either borrows under, or guarantees obligations under, the Partnership's credit agreement or guarantees certain other indebtedness of the Partnership. The net proceeds are designated for repayment of outstanding borrowings under the Partnership's credit agreement and payment of offering-related fees and expenses. The filing notes that JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities LLC, serves as administrative agent under the Partnership's credit agreement, and that certain initial purchasers or their affiliates are lenders under that credit agreement, meaning they will receive a portion of the net proceeds used to repay outstanding borrowings.

The securities are being offered and sold pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, and are being resold to "qualified institutional buyers" under Rule 144A and to non-U.S. persons under Regulation S. USA Compression Partners, LP trades on the New York Stock Exchange under the ticker NYSE:USAC. The filing was signed by Christopher W. Porter, Senior Vice President, General Counsel and Secretary.

What Was Disclosed

USA Compression Partners, LP disclosed the terms of a $600.0 million senior notes offering priced at 6.750% due 2035, with expected closing around September 18, 2026, and net proceeds of approximately $592.1 million intended primarily to repay credit agreement borrowings.