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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS 3

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As filed with the Securities and Exchange Commission on January 7, 2013

Registration No. 333-174803

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 10
to

Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

USA COMPRESSION PARTNERS, LP
(Exact Name of Registrant as Specified in Its Charter)

100 Congress Avenue, Suite 450
Austin, Texas 78701
(512) 473-2662
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

J. Gregory Holloway
Vice President, General Counsel and Secretary
100 Congress Avenue, Suite 450
Austin, Texas 78701
(512) 473-2662
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

          Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

          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, check the following box.    o

          If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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.    o

          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.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) 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.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

CALCULATION OF REGISTRATION FEE

(1)

Includes common units issuable upon exercise of the underwriters' option to purchase additional common units.

(2)

Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act.

(3)

The registrant has previously paid $23,220.00 in registration fees in connection with its initial filing of this Registration Statement on June 9, 2011.

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated January 7, 2013

PROSPECTUS

USA Compression Partners, LP

10,000,000 Common Units

Representing Limited Partner Interests

          This is the initial public offering of our common units. We are offering 10,000,000 common units in this offering. No public market currently exists for our common units. We currently estimate that the initial public offering price will be between $19.00 and $21.00 per common unit. Our common units have been approved for listing (subject to official notice of issuance) on the New York Stock Exchange under the symbol "USAC".

          Investing in our common units involves risks. Please read "Risk Factors" beginning on page 25 of this prospectus.

          These risks include the following:

•

We may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses, including cost reimbursements to our general partner, to enable us to pay our minimum quarterly distributions to holders of our common units and subordinated units.



•

A long-term reduction in the demand for or production of natural gas or crude oil in the locations where we operate could adversely affect the demand for our services or the prices we charge for our services, which could result in a decrease in our revenues and cash available for distribution to our unitholders.



•

We have several key customers. The loss of any of these customers would result in a decrease in our revenues and cash available for distribution to our unitholders.



•

Holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors.



•

Our general partner and its affiliates have conflicts of interest with us and limited fiduciary duties and they may favor their own interests to the detriment of us and our common unitholders.



•

Our tax treatment depends on our status as a partnership for federal income tax purposes. If the Internal Revenue Service were to treat us as a corporation for federal income tax purposes, which would subject us to entity-level taxation, then our cash available for distribution to our unitholders would be substantially reduced.



•

Our unitholders' share of our income will be taxable to them for federal income tax purposes even if they do not receive any cash distributions from us.

          We are an "emerging growth company" within the meaning of the federal securities laws and will be eligible for reduced reporting requirements.

(1)

Excludes a structuring fee of          % of the gross proceeds of this offering payable to Barclays Capital Inc. and Goldman, Sachs & Co. Incorporated. Please see "Underwriting."

          We have granted the underwriters a 30-day option to purchase up to an additional 1,500,000 common units on the same terms and conditions as set forth above if the underwriters sell more than 10,000,000 common units in this offering.

          Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

          The underwriters expect to deliver the common units on or about            , 2013.

                    , 2013

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        You should rely only on the information contained in this prospectus, any free writing prospectus prepared by or on behalf of us or any other information to which we have referred you in connection with this offering. We have not, and the underwriters have not, authorized any other person to provide you with information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of common units means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy the common units in any circumstances under which the offer or solicitation is unlawful.

        Until                        , 2013 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common units, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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SUMMARY

        This summary provides a brief overview of information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our common units. You should read the entire prospectus carefully, including the historical and pro forma financial statements and the notes to those financial statements included in this prospectus. Unless indicated otherwise, the information presented in this prospectus assumes an initial public offering price of $20.00 per common unit and that the underwriters' option to purchase additional common units is not exercised. You should read "Risk Factors" for more information about important risks that you should consider carefully before buying our common units. We include a glossary of some of the terms used in this prospectus as Appendix B.

        References in this prospectus to "USA Compression," "we," "our," "us," "the Partnership" or like terms refer to USA Compression Partners, LP and its wholly owned subsidiaries, including USA Compression Partners, LLC ("USAC Operating"). References to "USA Compression Holdings" refer to USA Compression Holdings, LLC, the owner of USA Compression GP, LLC, our general partner. References to "Riverstone" refer to Riverstone/Carlyle Global Energy and Power Fund IV, L.P., and affiliated entities, including Riverstone Holdings LLC.

Overview

        We are a growth-oriented Delaware limited partnership and, based on management's significant experience in the industry, we believe we are one of the largest independent providers of compression services in the U.S. in terms of total compression unit horsepower. As of September 30, 2012, we had 889,099 horsepower in our fleet and 31,630 horsepower on order for delivery, of which 23,135 horsepower has been delivered as of November 30, 2012 and 8,495 horsepower is expected to be delivered in December 2012. In October 2012, we ordered 35,880 of additional horsepower which is expected to be delivered between January 2013 and April 2013. In December 2012, we ordered 50,915 of additional horsepower which is expected to be delivered between April 2013 and July 2013. We employ a customer-focused business philosophy in partnering with our diverse customer base, which is comprised of producers, processors, gatherers and transporters of natural gas. Natural gas compression, a mechanical process whereby natural gas is compressed to a smaller volume resulting in a higher pressure, is an essential part of the production and transportation of natural gas. As part of our services, we engineer, design, operate, service and repair our compression units and maintain related support inventory and equipment. The compression units in our modern fleet are designed to be easily adaptable to fit our customers' dynamic compression requirements. By focusing on the needs of our customers and by providing them with reliable and flexible compression services, we are able to develop long-term relationships, which lead to more stable cash flows for our unitholders. From 2003 through the third quarter of 2012, our average horsepower utilization was over 90%. We have been providing compression services since 1998.

        We focus primarily on large-horsepower infrastructure applications. As of September 30, 2012, we estimate that over 90% of our revenue generating horsepower was deployed in large-volume gathering systems, processing facilities and transportation applications. We utilize a modern fleet, with an average age of our compression units of approximately five years. Our standard new-build compression unit is generally configured for multiple compression stages, allowing us to operate our units across a broad range of operating conditions. This flexibility allows us to enter into longer-term contracts and reduces the redeployment risk of our horsepower in the field. Our modern and standardized fleet, decentralized field-level operating structure and technical proficiency in predictive and preventive maintenance and overhaul operations have enabled us to achieve average service run times consistently above the levels required by our customers.

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        The following table provides a summary of our compression units by horsepower as of September 30, 2012 (including additional new compression unit horsepower on order for delivery between October 2012 and December 2012):

        We generally provide compression services to our customers under long-term, fixed-fee contracts, with initial contract terms of up to five years. We typically continue to provide compression services to our customers beyond their initial contract terms, either through contract renewals or on a month-to-month basis. Our customers are typically required to pay our monthly fee even during periods of limited or disrupted natural gas flows, which enhances the stability and predictability of our cash flows. We are not directly exposed to natural gas price risk because we do not take title to the natural gas we compress and because the natural gas used as fuel by our compression units is supplied by our customers without cost to us.

        We provide compression services primarily in shale plays, including the Fayetteville, Marcellus, Woodford, Barnett, Eagle Ford and Haynesville shales. We believe compression services for shale production will increase in the future. According to the Annual Energy Outlook 2013 Early Release prepared by the U.S. Energy Information Administration, or EIA, natural gas production from shale formations will increase from 34% of total U.S. natural gas production in 2011 to 50% of total U.S. natural gas production in 2040. Not only are the production and transportation volumes in these and other shale plays increasing, but the geological and reservoir characteristics of these shales are also particularly attractive for compression services. The changes in production volume and pressure of shale plays over time result in a wider range of compression requirements than in conventional basins. We believe we are well-positioned to meet these changing operating conditions as a result of the flexibility of our compression units. While our business focus is largely compression serving shale plays, we also provide compression services in more mature conventional basins. These conventional basins require increasing amounts of compression as they age and pressures decline, which we believe will provide an additional source of stable and growing cash flows for our unitholders.

        For the year ended December 31, 2011, our business generated revenues, net income and net income before interest, taxes, depreciation and amortization, and certain other adjustments, or Adjusted EBITDA, of $98.7 million, $0.1 million and $51.3 million, respectively. For the nine months ended September 30, 2012, our business generated revenues, net income and Adjusted EBITDA of $87.0 million, $3.6 million and $46.7 million, respectively. Please read "—Non-GAAP Financial Measures" for an explanation of Adjusted EBITDA, which is a non-GAAP financial measure, and a reconciliation of Adjusted EBITDA to its most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles, or GAAP.

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Natural Gas Compression Fundamentals

        Demand for our compression services is directly linked to the production and consumption of natural gas. We believe we will be able to build our business organically by capitalizing on the following positive long-term fundamentals for the domestic natural gas compression services industry:

•

Natural gas is a critical component of energy supply in the U.S., accounting for approximately 25% of all energy used in the U.S. in 2011, according to the EIA Annual Energy Outlook 2013 Early Release.



•

The EIA forecasts in its Annual Energy Outlook 2013 Early Release that natural gas consumption in the U.S. will increase approximately 21% from 2011 to 2040.



•

New sources of natural gas are necessary not only to accommodate this increase in demand, but also to offset an established trend of declining production from maturing and aging basins that historically dominated U.S. natural gas production.



•

The EIA estimates that natural gas production from shale formations will increase from 34% of total U.S. natural gas production in 2011 to 50% of total U.S. natural gas production in 2040.



•

Due to the production profile of wells in these shale formations, producers are generally able to continue to produce natural gas economically across varying commodity price environments.



•

Natural gas producers, processors, gatherers and transporters have continued to outsource some or all of their natural gas compression requirements.



•

Outsourced compression services enable our customers to meet their changing compression needs more efficiently over time while limiting their capital investments in compression equipment and the cost of specialized employees.

Business Strategies

        Our principal business objective is to increase the quarterly cash distributions that we pay to our unitholders over time while ensuring the ongoing stability and growth of our business. We expect to achieve this objective by executing on the following strategies:

•

Capitalize on the increased need for natural gas compression in conventional and unconventional plays.  We expect additional demand for compression services to result from the continuing shift of natural gas production to domestic shale plays as well as the declining production pressures of aging conventional basins. Our fleet of modern, flexible compression units, which are capable of being rapidly deployed and redeployed and many of which are designed to operate in multiple compression stages, will enable us to capitalize on opportunities both in these emerging shale plays as well as conventional fields.



•

Continue to execute on attractive organic growth opportunities.  Between 2003 and 2011, we grew the horsepower in our fleet of compression units at a compound annual growth rate of 23% and grew our compression revenues at a compound annual growth rate of 24%, primarily through organic growth. We believe organic growth opportunities will continue to be our most attractive source of near-term growth. We seek to achieve continued organic growth by (i) increasing our business with existing customers, (ii) obtaining new customers in our existing areas of operations and (iii) expanding our operations into new geographic areas.



•

Partner with customers who have significant compression needs.  We actively seek to identify customers with major acreage positions in active and growing areas. We work with these customers to jointly develop long-term and adaptable solutions designed to optimize their lifecycle compression costs. We believe this is important in determining the overall economics of producing, gathering and transporting natural gas. Our proactive and collaborative approach positions us to serve as our customers' compression provider of choice.

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•

Pursue accretive acquisition opportunities.  While our principal growth strategy will be to continue to grow organically, we may pursue accretive acquisition opportunities, including the acquisition of complementary businesses, participation in joint ventures or purchase of compression units from existing or new customers in conjunction with providing compression services to them. We will consider opportunities that (i) are in our existing geographic areas of operations or new, high-growth regions, (ii) meet internally established economic thresholds and (iii) may be financed on reasonable terms. We have reviewed potential acquisition opportunities in the past, and will continue to do so in the future, but to date have not actively pursued any acquisitions.



•

Maintain financial flexibility.  We intend to maintain financial flexibility to be able to take advantage of growth opportunities. Historically, we have utilized our cash flow from operations, borrowings under available debt facilities and operating leases to fund capital expenditures to expand our compression services business. This approach has allowed us to significantly grow our fleet and the amount of cash we generate, while maintaining our debt at levels we believe are manageable for our business. Pro forma for this offering, we would have had $300.5 million in borrowing capacity available under our revolving credit facility as of September 30, 2012. We believe our financial flexibility positions us to take advantage of future growth opportunities without incurring debt beyond appropriate levels.

Competitive Strengths

        We believe that we are well positioned to successfully execute our business strategies and achieve our principal business objective because of the following competitive strengths:

•

Stable and growing fee-based cash flows.  We charge our customers a fixed monthly fee for our compression services, regardless of the volume of natural gas we compress in that month. Our contracts have initial terms of up to five years and typically extend beyond their initial contract terms, either through contract renewals or on a month-to-month basis. We believe the long-term nature of our fixed-fee contracts enhances our ability to generate stable cash flows and mitigates our exposure to short-term volatility in natural gas and crude oil commodity prices. Our focus on large-horsepower compression installations associated with large-volume gathering and transportation-related applications also mitigates our exposure to the higher volatility associated with smaller wellhead applications.



•

Modern and efficient large-horsepower compression fleet with multi-stage compression capabilities that can be rapidly and efficiently deployed or relocated.  We maintain and utilize a modern, flexible and reliable fleet of compression units to provide compression services. As of September 30, 2012, approximately 84% of our fleet by horsepower (including compression units on order) was comprised of units with greater than 500 horsepower. Our compression units are built on a standardized equipment package and have an average age of approximately five years. Approximately 69% of our fleet horsepower as of September 30, 2012 was comprised of convertible multi-stage compression units. The flexible configuration of our units enables us to quickly and effectively adapt to changing field conditions, allowing us to render our compression services across a broad range of operating conditions without the need to replace equipment. This adaptability results in lower downtime and operating costs for our customers, generally allowing us to obtain longer-term contracts and provide our compression services more efficiently within fields and across geographies.



•

Long-standing and strategic customer relationships.  We have developed long-standing and strategic customer relationships by consistently delivering outstanding service run time and superior service, and by effectively adapting to our customers' specific and continually changing compression needs. Our top ten customers for the year ended December 31, 2011 accounted for 53% of our revenues for the year and have contracted compression services from us for an average of nine years. Of these all have been customers for at least six years and six have been customers for over ten years. These relationships provide a strong platform for continued

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organic growth as we respond to our customers' increasing and dynamic natural gas compression needs.

•

Broad geographic presence in key domestic markets.  Our primary business focus is providing compression services in high-growth shale plays where typically steep declines in production volumes and changes in production pressures require significant compression. We also provide compression services in more mature conventional basins that will require increasing amounts of compression as these fields age and pressures decline.



•

Experienced management team with a proven ability to deliver strong organic growth.  Our Chief Executive Officer, Eric D. Long, co-founded our company and has over 20 years of experience in the compression industry. The members of our management team have an average of over 25 years of experience in energy and service industries, and several key executive members of our sales and operating team have worked together for over 14 years. Our organic growth has resulted from our management's commitment to optimize compression lifecycle cost for our customers by delivering outstanding customer service.



•

Supportive sponsor with significant industry expertise.  Riverstone is the principal owner of our general partner. Riverstone has substantial experience as a private equity investor in master limited partnerships, with current or prior investments in the general partners or managing members of Buckeye Partners, L.P., Kinder Morgan Energy Partners, L.P., Magellan Midstream Partners, L.P. and Niska Gas Storage Partners LLC. Riverstone's management has substantial experience in identifying, evaluating, negotiating and financing acquisitions and investments. By providing us with strategic guidance and financial expertise, we believe our relationship with Riverstone will greatly enhance our ability to grow our asset base and cash flow.

        The compression services business is highly competitive. Some of our competitors have a broader geographic scope, as well as greater financial and other resources than we do. Smaller companies that compete with us may be able to more quickly adapt to changes within our industry and changes in economic conditions as a whole. Additionally, the current availability of attractive financing terms makes the purchase of individual compression units increasingly affordable to our customers. For further discussion of the risks that we face, please read "Risk Factors."

Recent Developments

        On June 1, 2012, we amended our revolving credit facility to increase the overall commitments under the facility from $500 million to $600 million. In addition, on June 1, 2012, we entered into a fourth amended and restated credit agreement to, among other things, permit the offering-related transactions. On December 10, 2012, we amended the fourth amended and restated credit agreement to extend the periods during which the maximum funded debt to EBITDA ratio thresholds will apply. We refer to the fourth amended and restated credit agreement, as so amended, as the amended and restated credit agreement. The amended and restated credit agreement will become effective only upon the closing of this offering. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Description of Revolving Credit Facility" for a description of the terms of the amended and restated credit agreement.

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Preliminary Estimate of Selected Fourth Quarter 2012 Financial Results

        While financial information and operating data as of and for the three months ended December 31, 2012 are not available, based on the information and data currently available, management estimates, on a preliminary basis, that revenue for the three months ended December 31, 2012 is expected to be between $31.0 million and $32.0 million compared to $28.4 million for the three months ended December 31, 2011 and Adjusted EBITDA is expected to be between $16.4 million and $17.0 million compared to $14.1 million for the three months ended December 31, 2011 (see below for a reconciliation of estimated Adjusted EBITDA to estimated net income, its most directly comparable GAAP financial measure). The estimated increase in our revenue and Adjusted EBITDA for the three months ended December 31, 2012 as compared to the prior year period is primarily due to an increase in revenue generating horsepower in our fleet during the three months ended December 31, 2012. Average revenue generating horsepower for the year ended December 31, 2012 is 749,936. Additionally, management expects costs of operations for the three months ended December 31, 2012 to be between $9.5 million and $9.7 million compared to $11.6 million for the three months ended December 31, 2011 and selling, general, and administrative expenses for the three months ended December 31, 2012 to be between $5.4 million and $5.5 million compared to $4.5 million for the three months ended December 31, 2011. Costs of operations for the three months ended December 31, 2011 were higher because of certain costs related to transactions in our retail service activities that did not recur during the three months ended December 31, 2012. Furthermore, management expects maintenance capital expenditures for the three months ended December 31, 2012 to be between $3.2 million and $3.6 million compared to $2.7 million for the three months ended December 31, 2011. The increase in maintenance capital expenditures is due to the increase in revenue generating horsepower in our fleet during the three months ended December 31, 2012. Our total capital expenditures for the three months ended December 31, 2012 are estimated to be between $24 million and $25 million. Our revolving credit facility balance as of December 31, 2012 was approximately $502.3 million compared to $482 million as of September 30, 2012. These estimates are based on actual results for October and November 2012 and actual contract service operations billings and estimated gross operating margin percentage for December 2012.

        We have prepared these estimates on a basis materially consistent with our historical financial results and with our calculation of Adjusted EBITDA as presented in "—Summary Historical and Pro Forma Financial and Operating Data". These estimated ranges are preliminary and unaudited and are thus inherently uncertain and subject to change. Given the timing of these estimates, we have not completed our customary quarterly close and review procedures as of and for the three months ended December 31, 2012, and our actual results for this period may differ from these estimates. During the course of the preparation of our consolidated financial statements and related notes as of and for the three months ended December 31, 2012, we may identify items that could cause our final reported results to be different from the preliminary financial estimates presented above. Important factors that could cause actual results to differ from our preliminary estimates are set forth under the headings "Risk Factors" and "Forward-Looking Statements."

        These estimates should not be viewed as a substitute for full interim financial statements prepared in accordance with GAAP. In addition, these preliminary estimates for the three months ended December 31, 2012 are not necessarily indicative of the results to be achieved for any future period. We do not expect our consolidated financial statements and related notes as of and for the year ended December 31, 2012 to be publicly announced or filed with the SEC until after this offering is completed.

        The following table reconciles Adjusted EBITDA to net income (loss) for the three months ended December 31, 2011 along with the estimated range for the three months ended December 31, 2012.

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The line items in the table for the three months ended December 31, 2012 are estimates and are subject to the qualifications set forth above:

Our Relationship with Riverstone

        Over 97% of the equity in USA Compression Holdings is owned by Riverstone, with the balance owned by our current officers and employees and a small, non-controlling investor. Riverstone, a global energy- and power-focused private equity firm founded in 2000, has raised over $24 billion of assets under management across seven investment funds. Riverstone conducts buyout and growth capital investments in the midstream, exploration and production, energy services, power and renewable sectors of the energy industry. With offices in New York, London and Houston, Riverstone has committed approximately $20.4 billion to 93 investments in North America, Latin America, Europe, Africa, and Asia. As the owner of our general partner, approximately 29% of our outstanding common units, all of our subordinated units and all of our incentive distribution rights, USA Compression Holdings and Riverstone are incentivized to support and promote the successful execution of our business plan.

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Risk Factors

        An investment in our common units involves risks. Below is a summary of certain key risk factors that you should consider in evaluating an investment in our common units. This list is not exhaustive. Please read the full discussion of these risks and other risks described under "Risk Factors."

Risks Related to Our Business

•

We may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses, including cost reimbursements to our general partner, to enable us to pay our minimum quarterly distributions to holders of our common units and subordinated units.



•

The assumptions underlying our estimate of cash available for distribution described in "Our Cash Distribution Policy and Restrictions on Distributions" are inherently uncertain and subject to significant business, economic, financial, regulatory and competitive risks and uncertainties that could cause us to be unable to pay our minimum quarterly distributions to holders of our common units and subordinated units.



•

A long-term reduction in the demand for, or production of, natural gas or crude oil in the locations where we operate could adversely affect the demand for our services or the prices we charge for our services, which could result in a decrease in our revenues and cash available for distribution to our unitholders.



•

We have several key customers. The loss of any of these customers would result in a decrease in our revenues and cash available for distribution to our unitholders.



•

We face significant competition that may cause us to lose market share and reduce our ability to make distributions to our unitholders.



•

We depend on a limited number of suppliers and are vulnerable to product shortages and price increases, which could have a negative impact on our results of operations.



•

We are subject to substantial environmental regulation, and changes in these regulations could increase our costs or liabilities.

Risks Inherent in an Investment in Us

•

Holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors.



•

Our general partner and its affiliates, including USA Compression Holdings, have conflicts of interest with us and limited fiduciary duties and they may favor their own interests to the detriment of us and our common unitholders.



•

Our partnership agreement requires that we distribute all of our available cash, which could limit our ability to grow and make acquisitions.



•

You will experience immediate and substantial dilution in pro forma net tangible book value of $10.03 per common unit.

Tax Risks to Common Unitholders

•

Our tax treatment depends on our status as a partnership for federal income tax purposes. If the Internal Revenue Service, or IRS, were to treat us as a corporation for federal income tax purposes, which would subject us to entity-level taxation, then our cash available for distribution to our unitholders would be substantially reduced.

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•

The tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis.



•

Our unitholders' share of our income will be taxable to them for federal income tax purposes even if they do not receive any cash distributions from us.

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Partnership Structure and Offering-Related Transactions

        We were formed in 2008 as a Texas limited partnership and converted to a Delaware limited partnership in 2011. USA Compression Holdings currently holds all of our limited partner interests. In order to maximize operational flexibility, we will conduct our operations through subsidiaries. At or prior to the closing of this offering, the following transactions, which we refer to as the offering-related transactions, will occur:

•

we will convert the general partner interest held by USA Compression GP, LLC, our general partner, into a 2.0% general partner interest in us and our incentive distribution rights;



•

we will convert the limited partner interest held by USA Compression Holdings into 4,048,588 common units and 14,048,588 subordinated units, representing an aggregate 63.1% limited partner interest in us;



•

we will receive net proceeds of $182.6 million from the issuance and sale of 10,000,000 common units to the public, representing a 34.9% limited partner interest in us;



•

we will use the net proceeds from this offering in the manner described in "Use of Proceeds"; and



•

our amended and restated credit agreement will become effective and, after using the net proceeds from this offering in the manner described in "Use of Proceeds," we would have had $300.5 million of long-term borrowing capacity available to us under the revolving credit facility as of September 30, 2012.

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Organizational Structure After the Offering

        The following diagram depicts our organizational structure and ownership after giving effect to this offering and the related offering-related transactions.

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Our Management

        Our general partner has sole responsibility for conducting our business and for managing our operations and is controlled by USA Compression Holdings, which is controlled by Riverstone. Our general partner will not receive any management fee or other compensation in connection with the management of our business or this offering, but it will be entitled to reimbursement of all direct and indirect expenses incurred on our behalf, which we expect to be approximately $27.5 million for the year ending December 31, 2013. Our partnership agreement provides that our general partner will determine in good faith the expenses that are allocable to us.

        The board of directors of our general partner will initially be comprised of five members, all of whom will be designated by USA Compression Holdings and one of whom will be independent. In compliance with the rules of the New York Stock Exchange, or the NYSE, a second independent director will be appointed to the board of directors of USA Compression GP, LLC within 90 days of listing and a third independent director will be appointed within twelve months of listing. Neither our general partner nor its board of directors will be elected by our unitholders. USA Compression Holdings is the sole member of our general partner and will have the right to appoint our general partner's entire board of directors, including the independent directors.

Principal Executive Offices and Internet Address

        Our principal executive offices are located at 100 Congress Avenue, Suite 450, Austin, Texas 78701 and our telephone number is (512) 473-2662. Our website is located at www.usacpartners.com and will be activated in connection with the closing of this offering. We will make our periodic reports and other information filed with or furnished to the Securities and Exchange Commission, or the SEC, available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.

Summary of Conflicts of Interest and Fiduciary Duties

        Our general partner has a legal duty to manage us in a manner beneficial to our partners. This legal duty originates in statutes and judicial decisions and is commonly referred to as a "fiduciary duty." However, the officers and directors of our general partner also have fiduciary duties to manage our general partner in a manner beneficial to its owner, USA Compression Holdings. Certain of the officers and directors of our general partner are also officers and directors of USA Compression Holdings. As a result, conflicts of interest will arise in the future between us and holders of our common units, on the one hand, and USA Compression Holdings and our general partner, on the other hand. For example, our general partner will be entitled to make determinations that affect the amount of distributions we make to the holders of common and subordinated units, which in turn has an effect on whether our general partner receives incentive distributions.

        Our partnership agreement limits the liability of, and reduces the fiduciary duties owed by, our general partner to holders of our common units. Our partnership agreement also restricts the remedies available to holders of our common units for actions that might otherwise constitute a breach of our general partner's fiduciary duties. By purchasing a common unit, the purchaser agrees to be bound by the terms of our partnership agreement, and pursuant to the terms of our partnership agreement each holder of common units consents to various actions and potential conflicts of interest contemplated in the partnership agreement that might otherwise be considered a breach of fiduciary or other duties under applicable state law.

        For a more detailed description of the conflicts of interest and the fiduciary duties of our general partner, please read "Conflicts of Interest and Fiduciary Duties."

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Implications of Being an Emerging Growth Company

        We are an "emerging growth company" within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to:

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provide an auditor's attestation report on management's assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002,



•

comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor's report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer,



•

provide certain disclosure regarding executive compensation required of larger public companies, or



•

hold shareholder advisory votes on executive compensation.

        We will remain an emerging growth company for five years unless, prior to that time, we have more than $1.0 billion in annual revenues, have a market value for our common units held by non-affiliates of more than $700 million, or issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced obligations. We have availed ourselves of the reduced reporting obligations with respect to executive compensation disclosure in this prospectus, and expect to continue to avail ourselves of the reduced reporting obligations available to emerging growth companies in future filings. For as long as we take advantage of the reduced reporting obligations, the information that we provide unitholders may be different than might be provided by other public companies in which you hold equity interests.

        We are also choosing to "opt out" of the extended transition period for complying with new or revised accounting standards available to emerging growth companies, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Under federal securities laws, our decision to opt out of the extended transition period is irrevocable.

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The Offering

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Summary Historical and Pro Forma Financial and Operating Data

        The following table presents our summary historical financial and operating data and pro forma financial data for the periods and as of the dates presented. The following table should be read together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical and pro forma financial statements and accompanying notes included elsewhere in this prospectus.

        The summary historical financial and operating data has been prepared on the following basis:

•

the historical financial information as of December 31, 2010 and 2011 and for the years ended December 31, 2009, 2010 and 2011 is derived from our audited financial statements, which are included elsewhere in this prospectus;



•

the historical financial information as of December 31, 2009 is derived from our audited financial statements, which are not included in this prospectus;



•

the historical financial information as of September 30, 2012 and for the nine months ended September 30, 2011 and September 30, 2012 is derived from our unaudited financial statements, which are included elsewhere in this prospectus; and



•

the historical financial information as of September 30, 2011 is derived from our unaudited financial statements, which are not included in this prospectus.

        We were acquired by USA Compression Holdings on December 23, 2010, which we refer to as the Holdings Acquisition. In connection with this acquisition, our assets and liabilities were adjusted to fair value on the closing date by application of "push-down" accounting. Due to these adjustments, our audited consolidated financial statements are presented in two distinct periods to indicate the application of two different bases of accounting between the periods presented: (i) the periods prior to the acquisition date for accounting purposes, using a date of convenience of December 31, 2010, are identified as "Predecessor," and (ii) the periods from December 31, 2010 forward are identified as "Successor." Please read note 1 to our audited financial statements as of December 31, 2011 included elsewhere in this prospectus.

        The summary pro forma financial information for the year ended December 31, 2011 and as of and for the nine months ended September 30, 2012 is derived from our unaudited pro forma financial statements included elsewhere in this prospectus. The pro forma adjustments have been prepared as if the transactions described below had taken place on September 30, 2012, in the case of the pro forma balance sheet, or as of January 1, 2011, in the case of the pro forma statement of operations for the year ended December 31, 2011 and for the nine months ended September 30, 2012. These transactions include:

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the entry into the second amendment to our revolving credit facility on November 16, 2011;



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the entry into the third amendment to our revolving credit facility on June 1, 2012 and the effectiveness of our amended and restated credit agreement, which we entered into on June 1, 2012 and amended on December 10, 2012;



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the conversion of our limited partner interests held by USA Compression Holdings into 4,048,588 of our common units and 14,048,588 of our subordinated units;



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the conversion of our general partner interest held by USA Compression GP, LLC, our general partner, into a 2.0% general partner interest in us;



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the issuance by us of all of our incentive distribution rights to USA Compression GP, LLC; and



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the issuance by us of 10,000,000 common units to the public in exchange for net proceeds of approximately $182.6 million, all of which will be used to repay indebtedness outstanding under our revolving credit facility.

        The pro forma financial information should not be considered as indicative of the historical results we would have had or the results we will have after this offering.

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        The following table includes the non-GAAP financial measure of Adjusted EBITDA. We define Adjusted EBITDA as our net income before interest expense, income taxes, depreciation expense, impairment of compression equipment, share-based compensation expense, restructuring charges, management fees, expenses under our operating lease with Caterpillar and certain fees and expenses related to the Holdings Acquisition. For a reconciliation of Adjusted EBITDA to its most directly comparable financial measures calculated and presented in accordance with GAAP, please read "—Non-GAAP Financial Measures."

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