SEC Comment Letter for USA Compression Partners, LP (USAC) (CIK 0001522727) (USAC) — Jan 5, 2012
USA Compression Partners, LP (USAC) (CIK 0001522727)
Date: Jan. 5, 2012 · CIK: 0001522727 · Accession: 0000000000-12-000655
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-174803
Letter
January 5, 2012 Via E-mail J. Gregory Holloway Vice President, General Counsel and Secretary USA Compression Partners, LP 100 Congress Avenue, Suite 450 Austin, Texas 78701 Re: USA Compression Partners, LP Amendment No. 3 to Registra tion Statement on Form S-1 Filed December 21, 2011 File No. 333-174803
Dear Mr. Holloway: We have reviewed your registration statemen t and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your re gistration statement and the information you provide in response to this comment, we may have additional comments.
Our Cash Distribution Policy and Rest rictions on Distributions, page 47
Assumptions and Considerations, page 55
Selling, general and administ rative expense, page 57
1. You state on page 125 that in connection with the closing of this offering, the general partner intends to adopt a 2011 Long-Term In centive Plan, or LTIP, primarily for the benefit of your subsidiaries and your general partner’s elig ible officers, employees and directors. We assume that you have not included any expe nse related to these possible LTIP awards since no final decision has been ma de. If our assumption is correct, please disclose this as one of your assumptions underlying your forecasted amount of operating
J. Gregory Holloway USA Compression Partners, LP January 5, 2012 Page 2
and administrative expenses so that invest ors may better understand how a decision on this matter may impact your estimated cash distributions.
You may contact Scott String er, Staff Accountant, at ( 202) 551-3272 or Andrew Mew, Accounting Branch Chief, at (202) 551-3377, if you have questions regarding comments on the financial statements and related matters. Please contact Ronald E. Alper, Staff Attorney, at (202) 551-3329, Catherine Brown, Staff Attorney, at (202) 551- 3513, or me, at (202) 551-3 720, with any other questions. Sincerely, / s / C a t h e r i n e T . B r o w n f o r Mara L. Ransom Assistant Director cc: Sean T. Wheeler, Esq. Latham & Watkins LLP
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January 5, 2012 Via E-mail
J. Gregory Holloway Vice President, General Counsel and Secretary
USA Compression Partners, LP 100 Congress Avenue, Suite 450 Austin, Texas 78701
Re: USA Compression Partners, LP
Amendment No. 3 to Registra tion Statement on Form S-1
Filed December 21, 2011 File No. 333-174803
Dear Mr. Holloway:
We have reviewed your registration statemen t and have the following comment. In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to this comment, we may have additional comments.
Our Cash Distribution Policy and Rest rictions on Distributions, page 47
Assumptions and Considerations, page 55
Selling, general and administ rative expense, page 57
1. You state on page 125 that in connection with the closing of this offering, the general
partner intends to adopt a 2011 Long-Term In centive Plan, or LTIP, primarily for the
benefit of your subsidiaries and your general partner’s elig ible officers, employees and
directors. We assume that you have not included any expe nse related to these possible
LTIP awards since no final decision has been ma de. If our assumption is correct, please
disclose this as one of your assumptions underlying your forecasted amount of operating
J. Gregory Holloway USA Compression Partners, LP January 5, 2012 Page 2
and administrative expenses so that invest ors may better understand how a decision on
this matter may impact your estimated cash distributions.
You may contact Scott String er, Staff Accountant, at ( 202) 551-3272 or Andrew Mew,
Accounting Branch Chief, at (202) 551-3377, if you have questions regarding comments on the
financial statements and related matters. Please contact Ronald E. Alper, Staff Attorney, at (202)
551-3329, Catherine Brown, Staff Attorney, at (202) 551- 3513, or me, at (202) 551-3 720, with
any other questions.
Sincerely,
/ s / C a t h e r i n e T . B r o w n f o r
Mara L. Ransom Assistant Director
cc: Sean T. Wheeler, Esq. Latham & Watkins LLP