As filed with the Securities and Exchange Commission on August 4, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
USA COMPRESSION PARTNERS, LP
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
75-2771546
(IRS Employer Identification No.)
111 Congress Avenue, Suite 2400
Austin, Texas 78701
(512) 473-2662
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
111 Congress
Avenue, Suite 2400
Austin, Texas 78701
(512) 473-2662
Christopher W. Porter
Vice
President, General Counsel and Secretary
Laura L. Strunk
Associate General Counsel and Assistant Secretary
111 Congress Avenue, Suite 2400
Austin, Texas 78701
(512) 473-2662
(Name, address, including zip code, and telephone number, including area code, of agent
for service)
Copies to:
George
J. Vlahakos
Jon W. Daly
Sidley Austin LLP
1000
Louisiana Street, Suite 5900
Houston, Texas 77002
(713) 495-4522
Approximate date of
commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by market conditions and other factors.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☒
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF
REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Securities
to be Registered
|
|
Amount to be
Registered(1)
|
|
Proposed
Maximum
Offering Price
Per Unit(2)
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
Common Units representing limited partner interests
|
|
5,000,000
|
|
$ 11.39
|
|
$ 59,950,000
|
|
$ 7,392.11(3)
|
|
|
(1)
|
Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the common units being
registered hereunder include such indeterminate number of common units as may be issuable with respect to the common units being registered hereunder as a result of unit splits, unit dividends or similar transactions.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the
Securities Act. The proposed maximum offering price per unit is calculated based on the average of the high and low sales prices per unit of the registrants common units on July 31, 2020, as reported on the New York Stock Exchange, or NYSE.
|
(3)
|
We previously paid a filing fee of $5,972.52 in connection with the registration of 4,500,000 common units in a
Registration Statement on Form S-3 (Registration No. 333-211167) initially filed on May 5, 2016 (the 2016 Registration Statement). As of the date
of this Registration Statement, 1,720,167 common units remained unsold under the 2016 Registration Statement. We also previously paid a filing fee of $35,317 in connection with our registration of an indeterminate number of common units representing
limited partner interests, debt securities, guarantees and other classes of units representing limited partner interests, including preferred units representing limited partner interests, having an aggregate initial offering price of $304,717,750,
all of which remain unsold as of the date of filing this registration statement, in a Registration Statement on Form S-3 (Registration No. 333-217391) initially
filed on April 19, 2017 (the 2017 Registration Statement). The registrant is applying $2,283.05 of the registration fee previously paid in connection with the 2016 Registration Statement and $5,109.06 of the registration fee
previously paid in connection with the 2017 Registration Statement toward the payment of this registration fee in respect of the common units registered hereunder pursuant to Rule 457(p) under the Securities Act.
|