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Get filing alertsUSA Compression Partners completes redomiciliation from Delaware to Texas
Filed July 6, 2026 · Period ending July 6, 2026 · ~1 min read
Key Changes
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Partnership converted from Delaware to Texas limited partnership on July 6, 2026, with all common units automatically converting one-for-one and all equity awards maintaining identical terms.
Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR → -
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Litigation venue shifts from Delaware Court of Chancery to Texas Business Court for disputes involving partnership agreement, unitholder rights, and federal securities law claims.
Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR → -
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Texas law exposes unitholders to general partner-level liability if their actions (including removing the General Partner) are deemed to constitute control of the business.
Exhibit 99.1 view on EDGAR → -
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Unitholders who knowingly receive distributions that violate Texas solvency standards may be required to repay them to the partnership.
Exhibit 99.1 view on EDGAR → -
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Partnership now subject to Texas Margin Tax on Texas-apportioned gross income, representing entity-level taxation that reduces cash available for distribution.
Exhibit 99.1 view on EDGAR →
Summary
USA Compression Partners completed its redomiciliation from Delaware to Texas on July 6, 2026, a legal restructuring that changes the governing law and forum for unitholder disputes without affecting the Partnership's business operations, assets, or trading status. All common units converted automatically on a one-for-one basis, and the Partnership maintains the same CUSIP, ticker symbol, and tax ID.
The conversion was approved by the general partner's board with the Conflicts Committee's recommendation. The redomiciliation shifts the legal framework governing unitholder rights from Delaware to Texas law.
Disputes involving the partnership agreement, unitholder rights, or federal securities claims must now be brought in the Texas Business Court rather than Delaware's Court of Chancery, which may increase litigation costs for out-of-state unitholders. Texas law introduces different liability standards: unitholders could face general partner-level liability if their actions (such as removing the General Partner) are deemed to constitute control of the business, and those who knowingly receive improper distributions may be required to repay them. The Partnership is also now subject to the Texas Margin Tax on its Texas-apportioned income, an entity-level tax that reduces distributable cash. While the Partnership characterizes unitholder rights under the new Texas agreement as substantially the same as under the prior Delaware agreement, investors should review the updated risk factors filed as Exhibit 99.1 to understand the specific changes in legal protections and obligations.
Section-by-Section Diff
Event · Exhibit 99.1
USAC converted from Delaware to Texas limited partnership, updating risk factor disclosures for governance, liability, and tax treatment.
Added in current filing · view on EDGAR →
The following are updates to risk factors that were previously disclosed by the Partnership in its Annual Report on Form 10-K to reflect the Partnership’s conversion from a Delaware limited partnership to a Texas limited partnership.
USA Compression Partners converted from a Delaware limited partnership to a Texas limited partnership. This 8-K updates risk factor disclosures to reflect the new Texas governing law, including changes to unitholder liability standards, fiduciary duty frameworks, and forum selection provisions. The conversion affects the legal framework governing unitholder rights and remedies.
Added in current filing · view on EDGAR →
Our Partnership Agreement provides that, with certain limited exceptions, the Business Court in the First Business Court Division of the State of Texas (or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Texas with subject matter jurisdiction) shall be the exclusive forum for any claims, suits, actions, or proceedings (i) arising out of, or relating in any way to the Partnership Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of the Partnership Agreement), any partnership interest or the duties, obligations, or liabilities among limited partners or of limited partners, or the rights or powers of, or restrictions on, the limited partners or us, (ii) asserting a claim arising out of any other instrument, document, agreement, or certificate contemplated by any provision of the TBOC relating to the Partnership or the Partnership Agreement, (iii) asserting a claim against us arising pursuant to any provision of the TBOC, or (iv) arising out of the federal securities laws of the U.S. or securities or anti-fraud laws of any governmental authority.
The Partnership Agreement now designates Texas Business Court as the exclusive forum for most disputes involving the partnership agreement, unitholder rights, and Texas law claims. This forum selection clause may limit unitholders' ability to choose their preferred venue for litigation and could increase litigation costs for out-of-state unitholders. Federal securities law claims remain subject to federal court jurisdiction.
Added in current filing · view on EDGAR →
Under Texas law, unitholders could be held liable for our obligations to the same extent as a general partner if a court determined that the right of limited partners to remove our General Partner or to take other action under the Partnership Agreement constituted participation in the “control” of our business.
Under Texas law, limited partners could face general partner-level liability if their actions are deemed to constitute control of the business. This includes potential liability from exercising rights to remove the General Partner or take certain actions under the Partnership Agreement. The risk disclosure reflects Texas-specific standards for piercing limited liability protections.
Added in current filing · view on EDGAR →
Under Section 153.112 of the Texas Business Organizations Code (the “TBOC”), we may not make a distribution if the distribution would cause our liabilities to exceed the fair value of our assets. The TBOC provides that limited partners who received the distribution and who knew at the time of the distribution that it violated Texas law will be liable to the limited partnership for the distribution amount.
Texas law prohibits distributions that would cause liabilities to exceed asset fair value. Unitholders who knowingly receive improper distributions may be required to repay them to the partnership. This disclosure clarifies the specific Texas statutory framework governing distribution legality and unitholder repayment obligations.
Event · Item 8.01 — Other Events
USAC completed redomiciliation from Delaware to Texas, filing post-effective amendments and updated risk factors.
Added in current filing · verify on EDGAR →
In connection with the completion of the redomiciliation and by operation of Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Delaware Partnership’s Common Units are deemed registered under Section 12(b) of the Exchange Act and the Texas Partnership has succeeded to the Delaware Partnership’s attributes as the registrant with respect thereto.
The Partnership has completed its redomiciliation from Delaware to Texas. Under SEC rules, the Texas entity automatically succeeds to the Delaware entity's registration status, and the Common Units remain registered on the exchange without interruption. This is a legal restructuring that changes the Partnership's state of organization but does not affect the trading of its units.
Added in current filing · verify on EDGAR →
The Partnership is filing the risk factors attached hereto as Exhibit 99.1 for the purpose of updating the risk factor disclosures contained in its prior filings with the Securities and Exchange Commission, including those in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
The Partnership has filed updated risk factor disclosures as Exhibit 99.1, superseding the risk factors in its 2025 Form 10-K. Investors should review the updated risk factors to understand any new or modified risks the Partnership has identified.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
On or about the date of this Current Report on Form 8-K, the Partnership is filing with the Securities and Exchange Commission post-effective amendments to its registration statements for the purpose of expressly adopting those registration statements as its own, in accordance with Rule 414 of the Securities Act of 1933, as amended.
The Partnership is filing post-effective amendments to formally adopt its existing registration statements under its new Texas legal structure. This is a procedural step required after redomiciliation to ensure continuity of the Partnership's securities registration under federal law.
Added in current filing · verify on EDGAR →
USAC Finance Corp., a wholly owned subsidiary of the Partnership, is redomiciling from Delaware to Texas concurrently with the Partnership.
USAC Finance Corp., a wholly owned subsidiary, is also redomiciling from Delaware to Texas alongside the parent Partnership. This ensures the corporate structure remains aligned under Texas law.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
USA Compression Partners redomiciled from Delaware to Texas on July 6, 2026, replacing its Delaware partnership agreement with a Texas agreement.
Added in current filing · verify on EDGAR →
On July 6, 2026, USA Compression Partners, LP (the “Partnership”) changed its state of formation from the State of Delaware to the State of Texas pursuant to a Plan of Conversion. This redomiciliation was approved by the board of directors of the general partner in reliance in part on the recommendation and Special Approval (as defined in the Delaware Partnership Agreement (as defined below)) of the Conflicts Committee (as defined in the Delaware Partnership Agreement).
The Partnership converted from a Delaware limited partnership to a Texas limited partnership effective July 6, 2026. The redomiciliation was approved by the general partner's board of directors with the recommendation of the Conflicts Committee. The Partnership is deemed to be the same legal entity without interruption, with all property, debts, obligations, and liabilities continuing unchanged.
Added in current filing · verify on EDGAR →
The Delaware Partnership Agreement is governed by Delaware law and requires that specified claims, suits, actions or proceedings — including those relating to the partnership agreement or any partnership interest, those arising under the Delaware Act, and those arising under the federal securities laws — be brought exclusively in the Court of Chancery of the State of Delaware (or, if that court does not have subject matter jurisdiction, another court located in the State of Delaware with subject matter jurisdiction), subject to the exceptions provided by law for claims within the exclusive jurisdiction of the federal courts. The Texas Partnership Agreement is governed by Texas law and requires that specified claims, suits, actions or proceedings — including those relating to the partnership agreement or any partnership interest, those arising under the TBOC, and those arising under the federal securities laws — be brought exclusively in the Business Court in the First Business Court Division of the State of Texas (or, if that court does not have subject matter jurisdiction, another court located in the State of Texas with subject matter jurisdiction), subject to the exceptions provided by law for claims within the exclusive jurisdiction of the federal courts.
The Partnership is now governed by the Texas Business Organizations Code instead of the Delaware Revised Uniform Limited Partnership Act. Litigation involving the partnership agreement, partnership interests, or federal securities laws must now be brought in the Texas Business Court (First Business Court Division) rather than the Delaware Court of Chancery. This changes the legal framework and forum for resolving disputes.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
All unitholders of the Delaware Partnership immediately before the redomiciliation remain unitholders of the Texas Partnership immediately after the redomiciliation, in that each common unit of the Delaware Partnership converted into a common unit of the Texas Partnership. ... Each option, warrant or other right to acquire common units of the Delaware Partnership which was outstanding immediately prior to the redomiciliation converted to an outstanding option, warrant or other right to acquire common units of the Texas Partnership. ... Each phantom unit award, restricted unit award, cash restricted unit award or restricted unit relating to the common units of the Delaware Partnership which was outstanding immediately prior to the redomiciliation converted to an equivalent phantom unit award, restricted unit award, cash restricted unit award or restricted unit of the Texas Partnership having the same terms and conditions as were in effect immediately prior to the redomiciliation.
All existing common units automatically converted to Texas Partnership common units on a one-for-one basis. All outstanding options, warrants, and equity awards also converted to equivalent Texas Partnership securities with the same terms. No action is required by unitholders, and their economic interests remain unchanged.
Added in current filing · verify on EDGAR →
The redomiciliation did not result in any change in the Partnership’s CUSIP, trading symbol, federal tax identification number, or any material change in its business, offices, assets, liabilities, obligations or net worth, or employees. The Partnership continues to maintain its principal executive offices at 8115 Preston Road, Suite 700, Dallas, Texas 75225.
The redomiciliation is purely a change in legal domicile with no impact on the Partnership's CUSIP, ticker symbol, tax ID, business operations, assets, liabilities, or employees. The principal executive offices remain in Dallas, Texas. The Partnership believes unitholder rights under the Texas Partnership Agreement are substantially the same as under the prior Delaware agreement.
Event · Item 3.03 — Material Modification to Rights of Security Holders
8-K filing appears incomplete or truncated, disclosing Item 3.03 material modification to security holder rights with no substantive details.
Added in current filing · verify on EDGAR →
Item 3.03 Material Modification to Rights of Security Holders. The information included in
The filing references Item 3.03, which covers material modifications to the rights of security holders, but the text appears incomplete or truncated. No substantive details about the nature of the modification, affected securities, or terms are disclosed in the provided text. This could indicate a filing error or incomplete document submission.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 7, 2026 · How we verify