USA Compression Partners, LP 8-K

What Happened
USA Compression Partners, LP (USAC) announced on July 6, 2026 that it completed a redomiciliation (Plan of Conversion) from the State of Delaware to the State of Texas. The conversion was effected by filing certificates of conversion/formation with the Delaware and Texas Secretaries of State and replaced the prior Delaware limited partnership agreement with a new Texas Agreement of Limited Partnership. The Partnership says the entity is the same legal entity after conversion and that unitholders, awards, options and plans converted one-for-one to the Texas Partnership.

Key Details

• Redomiciliation date: July 6, 2026; Plan of Conversion and related certificates filed with Delaware and Texas Secretaries of State.
• Governing law changed from the Delaware Revised Uniform Limited Partnership Act to the Texas Business Organizations Code; the Delaware Partnership Agreement was replaced by the Texas Partnership Agreement.
• Company states rights and obligations of unitholders are “substantially the same” under the new Texas documents; all common units, options, restricted/phantom units, and employee benefit plans converted with same terms.
• No change in CUSIP, trading symbol, federal tax ID, principal executive office (8115 Preston Road, Suite 700, Dallas, TX), or material changes to business, assets, liabilities or employees. USAC Finance Corp. (a wholly owned subsidiary) redomiciled concurrently.
• The Partnership filed post‑effective amendments to adopt its registration statements under Rule 414 and updated risk factors (Exhibit 99.1). By operation of Rule 12g‑3(a), the common units are deemed registered under Section 12(b) and the Texas Partnership succeeded to the prior registrant attributes.

Why It Matters
For investors, the conversion is primarily a legal and administrative change: economics, unit counts and trading mechanics are unchanged and the Partnership states all contracts, liabilities and benefits continue without interruption. The main practical effects are a change in governing law, the partnership agreement that governs unitholder rights, and a new exclusive forum for certain disputes (specified Texas Business Court). Investors should review the Texas Partnership Agreement and the updated risk factors (filed as Exhibit 99.1) to understand any nuanced differences in governance, fiduciary standards, dispute forum and amendment procedures.