SEC Company Response from USA Compression Partners, LP (USAC) (CIK 0001522727) (USAC) — Dec 21, 2011
USA Compression Partners, LP (USAC) (CIK 0001522727)
Date: Dec. 21, 2011 · CIK: 0001522727 · Accession: 0001104659-11-070689
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-174803
Referenced dates: August 30, 2011, December 13, 2011
Letter
811 Main Street, Suite 3700
Houston, TX 77002
Tel: +1.713.546.5400 Fax: +1.713.546.5401
www.lw.com
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December 21, 2011
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Washington, D.C. 20549-4628
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Attn: Ronald E. Alper, Staff Attorney
Re: USA Compression Partners, LP Amendment No. 2 to Registration Statement on Form S-1 File No. 333-174803 Filed November 18, 2011
Ladies and Gentlemen:
Set forth below is the response of USA Compression Partners, LP, a Delaware limited partnership (the “Partnership”), to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 13, 2011 with respect to the above referenced Registration Statement (the “Registration Statement”).
Concurrently with the submission of this letter, the Partnership has filed through EDGAR Amendment No. 3 to the Registration Statement (“Amendment No. 3”). For your convenience, four copies of this letter, as well as four copies of Amendment No. 3 marked to show all changes made since the filing of Amendment No. 2 to the Registration Statement, will be hand delivered to your offices.
For your convenience, the response is prefaced by the exact text of the Staff’s corresponding comment in bold text. All references to page numbers and captions correspond to Amendment No. 3, unless otherwise indicated. The response in this letter is based on representations made by the Partnership to Latham & Watkins LLP for the purpose of preparing this letter.
Amendment No. 2 to Registration Statement on Form S-1
Historical Financial Statements, page F-10
Notes to Consolidated Financial Statements — December 31, 2010, 2009, 2008, page F-15
(1) The Partnership, Nature of Business, and Recent Transactions, page F-17
1. We note your response to prior comment seven of our letter dated August 30, 2011. Your disclosure on page F-17 characterizes amounts paid by the target related to shared-based compensation and the broker’s fees as “acquisition related costs.” Since that term is defined by ASC 805-10-25-23 as the costs the acquirer incurs to effect a business combination and has a specific accounting treatment, please consider your choice of terminology so that there is no confusion in the use of “acquisition related costs.” Additionally, we note that your disclosure states that these costs were not recognized in the consolidated statement of operations. In view of making it clear that such items have been excluded from all income statements presented, please provide disclosures explaining how and why these costs were recorded as part of the exchange or, the black line, summarizing the presentation described in your response.
Response: The Partnership has revised the disclosure in Amendment No. 3 on page F-17 to remove the terminology “acquisition related costs.” Additionally the Partnership has included additional disclosure describing how and why these costs were recorded as part of the exchange, and summarized the presentation of such items in the 2010 financial statements.
Please do not hesitate to contact me by telephone at (713) 546-7459 or by fax at (713) 546-5401 or Sean T. Wheeler by telephone at (713) 546-7418 or by fax at (713) 546-5401 with any questions or comments regarding this correspondence.
Very truly yours,
/s/ Keith Benson
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CORRESP 1 filename1.htm 811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Moscow Barcelona Munich Beijing New Jersey Boston New York Brussels Orange County Chicago Paris Doha Riyadh Dubai Rome December 21, 2011 Frankfurt San Diego Hamburg San Francisco Via EDGAR and Hand Delivery Hong Kong Shanghai Houston Silicon Valley Securities and Exchange Commission London Singapore Division of Corporation Finance Los Angeles Tokyo 100 F Street, N.E. Madrid Washington, D.C. Washington, D.C. 20549-4628 Milan Attn: Ronald E. Alper, Staff Attorney Re: USA Compression Partners, LP Amendment No. 2 to Registration Statement on Form S-1 File No. 333-174803 Filed November 18, 2011 Ladies and Gentlemen: Set forth below is the response of USA Compression Partners, LP, a Delaware limited partnership (the “Partnership”), to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated December 13, 2011 with respect to the above referenced Registration Statement (the “Registration Statement”). Concurrently with the submission of this letter, the Partnership has filed through EDGAR Amendment No. 3 to the Registration Statement (“Amendment No. 3”). For your convenience, four copies of this letter, as well as four copies of Amendment No. 3 marked to show all changes made since the filing of Amendment No. 2 to the Registration Statement, will be hand delivered to your offices. For your convenience, the response is prefaced by the exact text of the Staff’s corresponding comment in bold text. All references to page numbers and captions correspond to Amendment No. 3, unless otherwise indicated. The response in this letter is based on representations made by the Partnership to Latham & Watkins LLP for the purpose of preparing this letter. Amendment No. 2 to Registration Statement on Form S-1 Historical Financial Statements, page F-10 Notes to Consolidated Financial Statements — December 31, 2010, 2009, 2008, page F-15 (1) The Partnership, Nature of Business, and Recent Transactions, page F-17 1. We note your response to prior comment seven of our letter dated August 30, 2011. Your disclosure on page F-17 characterizes amounts paid by the target related to shared-based compensation and the broker’s fees as “acquisition related costs.” Since that term is defined by ASC 805-10-25-23 as the costs the acquirer incurs to effect a business combination and has a specific accounting treatment, please consider your choice of terminology so that there is no confusion in the use of “acquisition related costs.” Additionally, we note that your disclosure states that these costs were not recognized in the consolidated statement of operations. In view of making it clear that such items have been excluded from all income statements presented, please provide disclosures explaining how and why these costs were recorded as part of the exchange or, the black line, summarizing the presentation described in your response. Response: The Partnership has revised the disclosure in Amendment No. 3 on page F-17 to remove the terminology “acquisition related costs.” Additionally the Partnership has included additional disclosure describing how and why these costs were recorded as part of the exchange, and summarized the presentation of such items in the 2010 financial statements. Please do not hesitate to contact me by telephone at (713) 546-7459 or by fax at (713) 546-5401 or Sean T. Wheeler by telephone at (713) 546-7418 or by fax at (713) 546-5401 with any questions or comments regarding this correspondence. Very truly yours, /s/ Keith Benson Keith Benson of Latham & Watkins LLP cc: J. Gregory Holloway, USA Compression Partners, LP Sean T. Wheeler, Latham & Watkins LLP Mike Rosenwasser, Vinson & Elkins L.L.P. E. Ramey Layne, Vinson & Elkins L.L.P. 2