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