0001209191-18-024665.txt : 20180411 0001209191-18-024665.hdr.sgml : 20180411 20180411174333 ACCESSION NUMBER: 0001209191-18-024665 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180402 FILED AS OF DATE: 20180411 DATE AS OF CHANGE: 20180411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Energy Transfer Partners GP, L.P. CENTRAL INDEX KEY: 0001121964 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35779 FILM NUMBER: 18750820 BUSINESS ADDRESS: STREET 1: 3738 OAK LAWN AVE. CITY: DALLAS STATE: TX ZIP: 75219 BUSINESS PHONE: 2149810700 MAIL ADDRESS: STREET 1: 3738 OAK LAWN AVE. CITY: DALLAS STATE: TX ZIP: 75219 FORMER NAME: FORMER CONFORMED NAME: U S PROPANE LP DATE OF NAME CHANGE: 20000815 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Energy Transfer Partners, L.P. CENTRAL INDEX KEY: 0001161154 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35779 FILM NUMBER: 18750821 BUSINESS ADDRESS: STREET 1: 8111 WESTCHESTER DRIVE STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75225 BUSINESS PHONE: 214-981-0700 MAIL ADDRESS: STREET 1: 8111 WESTCHESTER DRIVE STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75225 FORMER NAME: FORMER CONFORMED NAME: SUNOCO LOGISTICS PARTNERS L.P. DATE OF NAME CHANGE: 20090217 FORMER NAME: FORMER CONFORMED NAME: SUNOCO LOGISTICS PARTNERS LP DATE OF NAME CHANGE: 20011018 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: USA Compression Partners, LP CENTRAL INDEX KEY: 0001522727 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 752771546 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 CONGRESS AVENUE STREET 2: SUITE 450 CITY: AUSTIN STATE: TX ZIP: 78701 BUSINESS PHONE: 512-473-2662 MAIL ADDRESS: STREET 1: 100 CONGRESS AVENUE STREET 2: SUITE 450 CITY: AUSTIN STATE: TX ZIP: 78701 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-04-02 0 0001522727 USA Compression Partners, LP USAC 0001161154 Energy Transfer Partners, L.P. 8111 WESTCHESTER DRIVE, SUITE 600 DALLAS TX 75225 0 0 1 0 0001121964 Energy Transfer Partners GP, L.P. 8111 WESTCHESTER DRIVE, SUITE 600 DALLAS TX 75225 0 0 1 0 Common Units (Limited Partner Interests) 19191351 D Class B Units (Limited Partner Interests) 2019-04-02 Common Units 6397965 D On April 2, 2018 (the "Closing Date"), pursuant to the Contribution Agreement, dated as of January 15, 2018, by and among Energy Transfer Partners, L.P. ("ETP"), Energy Transfer Partners GP, L.P. ("ETP GP"), ETC Compression, LLC, USA Compression Partners, LP ("USAC") and, solely for certain purposes therein, Energy Transfer Equity, L.P. ("ETE"), ETP contributed to USAC all of the outstanding membership interests in CDM Resources Management LLC and CDM Environmental & Technical Services LLC in exchange for (i) 19,191,351 common units representing limited partner interests in USAC (the "USAC Common Units"), (ii) 6,397,965 Class B Units (as defined in footnote 3) and (iii) an amount in cash equal to $1.232 billion. The securities are held of record by ETP. ETP GP is the general partner of ETP, and Energy Transfer Partners, L.L.C. ("ETP LLC") is the general partner of ETP GP. ETP GP and ETP LLC are each wholly owned subsidiaries of ETE. Kelcy L. Warren ("Mr. Warren") is Chairman of the Board of LE GP, LLC, the general partner of ETE ("LE GP"), and Mr. Warren holds an 81.2% interest in LE GP. Each of ETP GP, ETP LLC, ETE, LE GP and Mr. Warren may be deemed to share beneficial ownership of the securities held of record by ETP. Each such entity or person disclaims any such beneficial ownership of such securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. The Class B units representing limited partner interests in USAC (the "Class B Units") are a new class of partnership interests of USAC with substantially all of the rights and obligations of a USAC Common Unit, except the Class B Units will not participate in distributions made prior to the one year anniversary of the Closing Date. The Class B Units will automatically convert into USAC Common Units on the first business day following the record date attributable to the quarter ending June 30, 2019. Energy Transfer Partners, L.P. By: Energy Transfer Partners GP, L.P., its general partner By: Energy Transfer Partners, L.L.C., its general partner By: William J. Healy, Associate General Counsel & Secretary 2018-04-11 Energy Transfer Partners GP, L.P. By: Energy Transfer Partners, L.L.C., its general partner. By: William J. Healy, Associate General Counsel & Secretary 2018-04-11