secwatch / observer
8-K filed January 14, 2026, 6:59 PM ET ticker USAC CIK 0001522727
M&A confidence high sentiment positive materiality 0.85

USA Compression completes $860M acquisition of J-W Power, funded with cash and units

USA Compression Partners, LP

item 1.01item 2.01item 3.02item 7.01item 9.01

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JSON Markdown Plain text

Source-grounded claims

1354e22b0062786b037a34112a6aac054846eeb9

USA Compression Partners, LP completed an acquisition involving Westerman Ltd. for $860.0 million, subject to customary purchase price adjustments, consisting of (i) 18,175,323 common units representing limited partner interests in the Partner (closed 2026-01-12).

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

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

405a25df8838384f2e463127c5e7755743b095f3

USA Compression Partners, LP entered into Registration Rights Agreement with Seller (seller of J-W Energy capital stock) valued at Partnership to file registration statement for resale of Common Units; Seller may request up to two.

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.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

7a9472b96d0ffc32dbb021be453ccdac9901dc86

USA Compression Partners, LP entered into Board Observer Rights Agreement with Seller and USA Compression GP, LLC valued at Seller permitted to designate Avril Westerman as non-voting board observer to the Board of Directors.

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.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

9d90742b1f70828d98ce369d1af64dda52d6a49a

USA Compression Partners, LP amended Guarantor Joinder to 6.250% Senior Notes due 2033 Indenture with Partnership, USA Compression Finance Corp., and U.S. Bank Trust Company, National Association as trustee valued at J-W Energy and J-W Power added as guarantors under the Indenture governing the 6.250% senior notes d.

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.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

a02a816925ace0d0315fb2b75c76cf9c5df1cb27

USA Compression Partners, LP amended Guarantor Joinder to Eighth Amended and Restated Credit Agreement with Partnership and JPMorgan Chase Bank, N.A. as administrative agent and issuing bank valued at J-W Energy and J-W Power added as guarantors under the Eighth Amended and Restated Credit Agreement.

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.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

e6cbd658ef010f7cad0e3b0f959e11ccb0011eff

USA Compression Partners, LP amended Guarantor Joinder to 7.125% Senior Notes due 2029 Indenture with Partnership, USA Compression Finance Corp., and Computershare Trust Company, N.A. as trustee valued at J-W Energy and J-W Power added as guarantors under the Indenture governing the 7.125% senior notes d.

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.

SEC 8-K Item 1.01/1.02 confidence 0.95 SEC evidence

Comparable filings

RMIX

Suncrete acquires Nelson Bros. Ready Mix for $42.3M cash + stock; earnout up to $18M

Suncrete, Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 3.02, 7.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 2.01, 3.02, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

Mr. Owens, Ms. Owens and JAO, the “Sellers”), and Jacob Owens in his capacity as representative of the Sellers. The aggregate consideration for the Acquisition consisted of (i) 1,296,456 shares of Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) issued to the Sellers (the “Stock Consideration”) and (ii) a $42.3 million net

Filing page SEC filing

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OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 3.02, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

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same fact type: ma_transaction, material_agreement same SEC item: 1.01, 2.01, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described

Filing page SEC filing

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same fact type: ma_transaction same SEC item: 1.01, 2.01, 3.02, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

On May 7, 2026, as contemplated by the Business Combination Agreement and as described in the section titled “ The BCA Proposal ” beginning on pa ge 180 of the Proxy Statement/Prospectus, the Company, Enhanced and Merger Sub consummated the business combination contemplated by the Business Combination Agreement, whereby: • Merger Sub merged with and into Enhanced (the “First Merger”), with Enhanced surviving the merger as a wholly owned subsidiary of the Company;

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same fact type: ma_transaction, material_agreement same SEC item: 1.01, 2.01, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

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Filing page SEC filing

SHPH

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Shuttle Pharmaceuticals Holdings, Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 3.02, 3.03, 5.02, 5.03, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 2.01, 3.02, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

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Filing page SEC filing

Enviri II Corp

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same fact type: ma_transaction, material_agreement same SEC item: 1.01, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

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SSM

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Sono Group N.V. May 8, 2026, 7:59 PM ET m_and_a Items 2.05, 1.01, 2.01, 8.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 2.01, 9.01 same event type: m_and_a similar materiality

This filing

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

Comparable filing

true 0001840416 0001840416 2026-05-04 2026-05-04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ FORM 8-K/A (Amendment No. 1) __________________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2026

Filing page SEC filing

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