USA Compression issues 34.5M Class A units at $26.72 to J-W Energy in reorganization; 9.25% fixed distribution

USA Compression Partners, LP

Partnership issued 34,467,347 Class A units to J-W Energy at $26.7206/unit, based on the 15-day VWAP of common units through September 25, 2026 (about $921M of units).
Class A units pay a fixed 9.25% annual distribution (2.3125% quarterly) on the issue price, excluding cash from J-W Group dividends, asset sales or intercompany interest.
Class A units are non-convertible, non-redeemable, not publicly traded, and carry no voting rights except as required by law or the partnership agreement.
Consideration was J-W Energy's contribution of all interests in a wholly owned subsidiary; units were issued privately under Section 4(a)(2).
Class A units are shielded from income, gain, loss and deduction tied to the J-W Group and its debt, and receive 1% of net termination gain in certain cases.

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