--- schema_version: "secwatch.filing_event.v1" accession: "0001522727-26-000007" form_type: "8-K" ticker: "USAC" cik: "0001522727" company_name: "USA Compression Partners, LP" filed_at: "2026-01-14T23:59:59+00:00" generated_at: "2026-05-16T10:24:42.675125+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # USA Compression completes $860M acquisition of J-W Power, funded with cash and units ## Summary - Total consideration ~$860M: $430M cash (from revolver) + 18.2M common units at effective $23.50/unit. - Acquires 0.8M active horsepower; combined fleet ~4.4M HP across Northeast, Mid-Continent, Rockies, Gulf Coast, Permian. - Expected to be accretive on Distributable Cash Flow basis and improve pro forma debt metrics. - Seller granted board observer rights (Avril Westerman) for 1 year; lock-up on 50% of units for 6 months, remainder for 12 months. - J-W Energy and J-W Power added as guarantors under credit facility and senior notes (7.125% due 2029, 6.250% due 2033). ## SEC filing metadata - accession: 0001522727-26-000007 - form_type: 8-K - ticker: USAC - cik: 0001522727 - company_name: USA Compression Partners, LP - filed_at: 2026-01-14T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 3.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1522727/000152272726000007/0001522727-26-000007-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1522727/000152272726000007/usac-20260112.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001522727-26-000007 - JSON: https://secwatch.observer/filing/0001522727-26-000007.json - Plain text: https://secwatch.observer/filing/0001522727-26-000007.txt ## Source-grounded claims - claim_id: 1354e22b0062786b037a34112a6aac054846eeb9 claim: 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). evidence_excerpt: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1522727/000152272726000007/0001522727-26-000007-index.htm - claim_id: 405a25df8838384f2e463127c5e7755743b095f3 claim: 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. evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1522727/000152272726000007/0001522727-26-000007-index.htm - claim_id: 7a9472b96d0ffc32dbb021be453ccdac9901dc86 claim: 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. evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1522727/000152272726000007/0001522727-26-000007-index.htm - claim_id: 9d90742b1f70828d98ce369d1af64dda52d6a49a claim: 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. evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1522727/000152272726000007/0001522727-26-000007-index.htm - claim_id: a02a816925ace0d0315fb2b75c76cf9c5df1cb27 claim: 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. evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1522727/000152272726000007/0001522727-26-000007-index.htm - claim_id: e6cbd658ef010f7cad0e3b0f959e11ccb0011eff claim: 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. evidence_excerpt: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1522727/000152272726000007/0001522727-26-000007-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.