USA Compression Partners, LP (USAC): M&A transaction — USA Compression completes $860M acquisition of J-W Power, funded with cash and units

The issuance of the Common Units was completed in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof.

and conditions of the Purchase Agreement. In connection with the consummation of the Acquisition, the Partnership and the Buyer paid aggregate consideration of approximately $860.0 million, subject to customary purchase price adjustments, consisting of (i) 18,175,323 common units representing limited partner interests in the Partnership (the “Common Units”) and

On the Closing Date, the Partnership entered into a registration rights agreement (the “Registration Rights Agreement”) with the Seller relating to the registered resale of the Common Units (as defined below). Pursuant to the Registration Rights Agreement, among other things, the Partnership is required to use its commercially reasonable efforts to file a registration statement with respect to the resale of the Common Units and the Seller has the right to request that the Partnership initiate up to two underwritten offerings for the Common Units. Under the terms of the Purchase Agreement, the Seller has agreed not to dispose of 50.0% of the Common Units for a period of six months following the closing of the Acquisition and, with respect to the remaining 50.0% of the Common Units, for a period of 12 months following the closing of the Acquisition.

In addition, on the Closing Date, the Partnership, USA Compression GP, LLC, the general partner of the Partnership (the “General Partner”), and the Seller entered into a board observer rights agreement (the “Observer Agreement”), pursuant to which the Seller will be permitted to designate Avril Westerman as a non-voting board observer to the Board of Directors of the General Partner until the first anniversary of the Closing Date.

Furthermore, on the Closing Date, J-W Energy and J-W Power were joined as guarantors under (i) the Eighth Amended and Restated Credit Agreement, dated as of August 27, 2025, among the Partnership, as the borrower, the guarantors party thereto from time to time and the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, (ii) the Indenture, dated as of March 18, 2024, among the Partnership, USA Compression Finance Corp., the subsidiary guarantors party thereto from time to time and Computershare Trust Company, N.A., as trustee, governing the Partnership’s 7.125% senior notes due 2029, and (iii) the Indenture, dated as of September 24, 2025, among the Partnership, USA Compression Finance Corp., the subsidiary guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee, governing the Partnership’s 6.250% senior notes due 2033.

Furthermore, on the Closing Date, J-W Energy and J-W Power were joined as guarantors under (i) the Eighth Amended and Restated Credit Agreement, dated as of August 27, 2025, among the Partnership, as the borrower, the guarantors party thereto from time to time and the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, (ii) the Indenture, dated as of March 18, 2024, among the Partnership, USA Compression Finance Corp., the subsidiary guarantors party thereto from time to time and Computershare Trust Company, N.A., as trustee, governing the Partnership’s 7.125% senior notes due 2029, and (iii) the Indenture, dated as of September 24, 2025, among the Partnership, USA Compression Finance Corp., the subsidiary guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee, governing the Partnership’s 6.250% senior notes due 2033.

Furthermore, on the Closing Date, J-W Energy and J-W Power were joined as guarantors under (i) the Eighth Amended and Restated Credit Agreement, dated as of August 27, 2025, among the Partnership, as the borrower, the guarantors party thereto from time to time and the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, (ii) the Indenture, dated as of March 18, 2024, among the Partnership, USA Compression Finance Corp., the subsidiary guarantors party thereto from time to time and Computershare Trust Company, N.A., as trustee, governing the Partnership’s 7.125% senior notes due 2029, and (iii) the Indenture, dated as of September 24, 2025, among the Partnership, USA Compression Finance Corp., the subsidiary guarantors party thereto from time to time and U.S. Bank Trust Company, National Association, as trustee, governing the Partnership’s 6.250% senior notes due 2033.