The Reporting Person purchased the Preferred Units and the Warrants pursuant to the Purchase Agreement for investment purposes, subject to the following:
In connection with the consummation of the transactions contemplated by the Purchase Agreement, the Reporting Person entered into a Board Representation Agreement (the “Board Representation Agreement”), dated April 2, 2018, by and among the Reporting Person, the Issuer and certain other parties thereto. Pursuant to the Board Representation Agreement, the Reporting Person received certain designation rights with respect to the board of directors (the “Board”) of USA Compression GP, LLC, the general partner of the Issuer (the “General Partner”). As long as the Reporting Person, its affiliates and FS Energy and Power Fund (together, the “Holders”) own (a) Preferred Units, (b) Common Units resulting from the conversion or redemption of the Preferred Units, (c) Warrants and/or (d) Common Units resulting from the exercise of the Warrants (such amounts in (a), (b), (c) and (d), collectively, the “Election Units”) that comprise in the aggregate more than 5% of the then-outstanding Common Units (the “Minimum Unit Threshold”) (assuming for purposes of this calculation that all Preferred Units are converted into Common Units and all Warrants are net exercised for Common Units), EIG Management Company, LLC, as representative of the Reporting Person will have the right to designate, subject to the consent of Energy Transfer Equity, L.P. if the limited partners of the Issuer are not entitled to vote in the election of directors of the General Partner, one person to serve on the Board (an “EIG Director”). The Reporting Person’s right to appoint an EIG Director shall terminate at such time as the Holders, together with their affiliates, own less than the Minimum Unit Threshold.
In addition, if after the time that the limited partners of the Issuer become entitled to vote in the election of directors of the General Partner, the Holders own Election Units that comprise, in the aggregate, more than 15% of the then-outstanding Common Units (assuming for purposes of this calculation that all Preferred Units are converted into Common Units and all Warrants are net exercised for Common Units), they will have the right to designate such number of persons, including any EIG Director, to serve on the Board that results in the Holders having Board representation in the same proportion as the number of Common Units owned by the Holders and their affiliates bears to the total number of then-outstanding Common Units. The Holders’ right to designate proportional representatives to the Board shall terminate at such time as the Holders, together with their affiliates, own Election Units that comprise, in the aggregate, less than 15% of the then-outstanding Common Units; provided however that if the ownership of the Holders and their affiliates increases to above 15% of the then-outstanding Common Units, then such director designation rights will be reinstated. The representation afforded to the Reporting Person by the appointment of a member of the Board may allow the Reporting Person and EIG to have influence over the corporate activities of the Issuer, including activities that may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The description of the Purchase Agreement, the Preferred Units, the Warrants and the Board Representation Agreement in this Item 4 is not intended to be complete and is qualified in its entirety by the agreements that are filed as exhibits hereto and are incorporated by reference herein.
Although the Reporting Person and EIG Veteran GP do not have any specific plan or proposal to acquire, transfer or dispose of Common Units at the time of this filing, consistent with its investment purpose, the Reporting Person and EIG Veteran GP may, either directly or through one or more affiliates, from time to time or at any time and subject to price, market and general economic and fiscal conditions and other factors, acquire or seek to acquire additional Common Units in the open market, in privately negotiated transactions or otherwise, or dispose of or seek to dispose of all or a portion of such Common Units now owned or hereafter acquired. In addition, the Reporting Person and EIG Veteran GP may, either directly or through one or more affiliates, from time to time or at any time and subject to price, market and general economic and fiscal conditions and other factors, consolidate or seek to consolidate assets held by the Reporting Person and EIG Veteran GP and their affiliates, including acquiring assets owned by or selling assets to the Issuer, or make changes or seek to make changes to the capital structure of the Issuer. The Reporting Person and EIG Veteran GP reserve the right to change their intention with respect to any or all of the matters required to be disclosed in this Item 4.
Neither the Reporting Person nor EIG Veteran GP has made a determination regarding a maximum or minimum number of Common Units or other securities of the Issuer that it may hold at any point in time.
Also, consistent with their investment intent and ongoing evaluation of their investment in the Issuer and alternatives to such investment, including a potential consolidation, acquisition or sale of assets or Common Units or changes to the Issuer’s capital structure, any of the Reporting Person or EIG Veteran GP may engage in communications with, without limitation, one or more unitholders of the Issuer or one or more officers of the Issuer regarding the Issuer. During the course of such communications, the Reporting Person or EIG Veteran GP may advocate or oppose one or more courses of action.
Except as set forth herein and below, or as would occur upon completion of any of the matters discussed herein, the Reporting Person and EIG Veteran GP have no present plans or proposals that would relate to or result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by such persons with respect to the Issuer, the foregoing is subject to change at any time.
4
