Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 22, 2024

USA Compression Partners, LP

(Exact Name of Registrant as Specified in Charter)

Delaware

1-35779

75-2771546

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

111 Congress Avenue, Suite 2400

Austin, Texas 78701

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (512) 473-2662

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common units representing limited partner interests

USAC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 22, 2024, Energy Transfer LP (“ET”), the sole member of USA Compression GP, LLC (the “General Partner”), the general partner of USA Compression Partners, LP (the “Partnership”), set the size of the board of directors of the General Partner (the “Board”) at nine and appointed Clifford A. Harris to serve as a director on the Board effective as of February 26, 2024.

There are no arrangements or understandings between Mr. Harris and any other persons pursuant to which he will serve as a director. As an outside director, Mr. Harris will receive compensation from the Partnership for his service as a director on the Board pursuant to the General Partner’s Amended and Restated Outside Director Compensation Policy, as described in the Partnership’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 13, 2024, including an award of 2,500 phantom units upon his appointment to the Board. There are no relationships between Mr. Harris and the General Partner or the Partnership that would require disclosure pursuant to Item 404(a) of Regulation S-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		USA COMPRESSION PARTNERS, LP

		By:	USA Compression GP, LLC,
			its General Partner

Date:	February 28, 2024	By:	/s/ Christopher W. Porter
			Christopher W. Porter
			Vice President, General Counsel and Secretary

Document and Entity Information Document	Feb. 22, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 22, 2024
Entity File Number	1-35779
Entity Registrant Name	USA Compression Partners, LP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	75-2771546
Entity Address, Address Line One	111 Congress Avenue
Entity Address, Address Line Two	Suite 2400
Entity Address, State or Province	TX
Entity Address, City or Town	Austin
Entity Address, Postal Zip Code	78701
City Area Code	512
Local Phone Number	473-2662
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common units representing limited partner interests
Trading Symbol	USAC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001522727
Amendment Flag	false