USA Compression Partners (USAC) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition expands scale to a combined fleet of 4.4 million active horsepower, enhancing market leadership and service capacity across key U.S. basins including Bakken, Uinta, Arkoma, Rockies, Mid-Con, Gulf Coast, and Northeast.

• Diversifies business lines with larger aftermarket services, parts distribution, and specialized manufacturing.

• Broadens and strengthens customer base with over 300 customers, long-term relationships, and limited overlap among top clients.

• Combines two companies with complementary business models and a shared focus on people, culture, equipment, and service.

• Supports growth in AMS and manufacturing businesses and provides access to new growth opportunities.

Financial terms and conditions

• Total consideration is $860 million: $430 million in cash (funded by existing credit facility) and 18.3 million common units valued at $23.50 each, representing a 5.8x 2026E Adjusted EBITDA multiple.

• Structured as a debt-free, cash-free deal with legacy ABL retired at closing.

• Expected to be accretive to Distributable Cash Flow in the near term and to reduce leverage below 4x on a pro forma basis.

Synergies and expected cost savings

• No synergies assumed at announcement, but meaningful operational and tax synergies expected over time.

• Near-term accretion anticipated on a Distributable Cash Flow basis, with additional optionality from expanded aftermarket and manufacturing services.

• Anticipated improvements in gross margin and cost savings through integration of workforce, shared services, and benefits.

• Potential to minimize and defer cash taxes by moving contracts to MLP qualified income.