ROHSTOFF INTERNATIONAL

13:30 | 05.03.2018
USA Compression Partners, LP Announces Launch of $725 Million Offering of Senior Notes

USA Compression Partners, LP (NYSE: USAC) (the “Partnership”) today
announced that, subject to market conditions, it intends to offer, with
its wholly-owned subsidiary, USA Compression Finance Corp., $725 million
in aggregate principal amount of senior unsecured notes due 2026 in a
private placement to eligible purchasers.

The Partnership intends to use the net proceeds of this offering,
together with the net proceeds from a private placement of preferred
units of the Partnership and borrowings under its asset-based revolving
credit facility, to fund the cash purchase price of its previously
announced acquisition of all of the issued and outstanding membership
interests in CDM Resource Management LLC and CDM Environmental &
Technical Services LLC from Energy Transfer Partners, L.P. for aggregate
consideration of approximately $1.7 billion consisting of units
representing limited partner interests in the Partnership and an amount
in cash equal to $1.225 billion, subject to certain adjustments (the
“CDM Acquisition”).

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 will be
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
memorandum.
FORWARD-LOOKING STATEMENTS
Statements in this press release may be forward-looking statements as
defined under federal law, including those related to the Partnership’s
potential securities offering and the CDM Acquisition. 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, 2017, which was filed with the Securities and
Exchange Commission on February 13, 2018. 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20180305005422/en/


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