USA Compression Partners, LP 8-K

What Happened
USA Compression Partners, LP (NASDAQ: USAC) filed an 8-K (Jan. 14, 2026) reporting the closing of its acquisition (announced in a press release on Jan. 12, 2026) and several related agreements. The Partnership entered into a Registration Rights Agreement with the seller (Westerman, Ltd.) to permit registered resale of the common units issued in the acquisition and agreed to use commercially reasonable efforts to file a registration statement. The seller also gained board observer rights and two J-W entities were added as guarantors on the Partnership’s credit facilities and senior note indentures.

Key Details

• Registration Rights: Partnership must use commercially reasonable efforts to file a resale registration statement; seller can request up to two underwritten offerings.
• Lock-up: Seller agreed not to dispose of 50% of the common units for 6 months post-close and the remaining 50% for 12 months.
• Board Observer: Westerman, Ltd. may designate Avril Westerman as a non‑voting board observer to the General Partner’s board through the first anniversary of closing.
• Guarantor Additions: J‑W Energy Company and J‑W Power Company were added as guarantors under the amended credit agreement and under the indentures for the Partnership’s 7.125% senior notes due 2029 and 6.250% senior notes due 2033.
• Filings Pending: Financial statements and pro forma financial information related to the acquisition will be filed as amendments to the 8‑K within 71 calendar days.

Why It Matters
These items affect ownership, governance and the Partnership’s credit structure. The registration rights and scheduled lock‑ups govern when newly issued units can enter the market, which can influence share supply. The board observer gives the seller limited board access (no vote) for up to a year. Adding guarantors to the credit and note agreements changes who is contractually backing the Partnership’s debt obligations. Investors should watch for the forthcoming financial statements and pro forma disclosures (to be filed within 71 days) for the acquisition’s financial impact.