USA Compression Partners, LP Announces Pricing of an Upsized $750 Million Offering of Senior Notes

AUSTIN, Texas–(BUSINESS WIRE)–USA Compression Partners, LP (NYSE: USAC) (the “Partnership”) today
announced the pricing of a private placement to eligible purchasers by
the Partnership and its wholly-owned subsidiary, USA Compression Finance
Corp., of $750 million in aggregate principal amount of 6.875% senior
unsecured notes due 2027 at par. The offering is expected to close on
March 7, 2019, subject to customary closing conditions.

The Partnership estimates that it will receive net proceeds of
approximately $738.5 million, after deducting the initial purchasers’
discounts and estimated offering expenses. The net proceeds from the
offering will be used to repay a portion of existing borrowings under
its asset-based revolving credit facility and for general partnership

The notes have not been registered under the Securities Act of 1933, as
amended (the “Securities Act”), or under the securities laws of any
other jurisdiction. Unless they are registered, the notes may be offered
only in transactions that are exempt from registration under the
Securities Act and applicable state securities laws. The notes are being
offered only to qualified institutional buyers under Rule 144A under the
Securities Act and to non-U.S. persons outside the United States under
Regulation S of the Securities Act. The notes will not be listed on any
securities exchange or automated quotation system.

This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein, nor
shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. The offering may be made only by means of an offering


Statements in this press release may be forward-looking statements as
defined under federal law, including those related to the Partnership’s
securities offering. These forward-looking statements rely on a number
of assumptions concerning future events and are subject to a number of
uncertainties and factors, many of which are outside the control of the
Partnership, and a variety of risks that could cause results to differ
materially from those expected by management of the Partnership. The
Partnership undertakes no obligation to update or revise forward-looking
statements to reflect changed assumptions, the occurrence of
unanticipated events or changes to future operating results over time.
You are cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date of this press release. Known
material factors that could cause the Partnership’s actual results to
differ materially from the results contemplated by such forward-looking
statements are described in the Partnership’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2018, which was filed with
the Securities and Exchange Commission on February 19, 2019. You should
also understand that it is not possible to predict or identify all such
factors and you should not consider these factors to be a complete
statement of all potential risks and uncertainties.


USA Compression Partners, LP
Matthew C. Liuzzi, 512-369-1624
Financial Officer

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