CDM Resource Management LLC and CDM Environmental & Technical Services LLC entered into a contribution agreement to acquire USA Compression Partners, LP (NYSE:USAC) in a reverse merger transaction on January 15, 2018. The consideration consists of (i) 19,191,351 common units representing limited partner interests in USAC (ii) 6,397,965 units of a newly authorized and established class of units representing limited partner interests in USAC (“Class B Units”) and (iii) an amount in cash equal to $1.232 billion, including customary closing adjustments. In a related transaction, Energy Transfer Equity, L.P. (NYSE: ETE) entered into an agreement to acquire ownership interests in the general partner of USA Compression Partners, LP (NYSE:USAC) from USA Compression Holdings, LLC (GP Purchase). USA Compression Partners has obtained committed financing through $500 million perpetual preferred units, $70.4 million of borrowings under the ABL Facility and $725 million in senior unsecured notes from JPMorgan and Barclays whose portion of net proceeds will be used for funding the cash purchase price of the acquisition. As of March 5, 2018, CDM Resource Management LLC and CDM Environmental & Technical Services LLC combined had total revenue of $276.7 million, total assets of $1.72 billion, net loss of $264.7 million and operating loss of $262.7 million. The transaction is subject to customary closing conditions, including the concurrent closing of the GP Purchase, the transactions contemplated pursuant to that certain equity restructuring agreement, dated as of January 15, 2018, by and among ETE, USAC and USAC Compression GP, LLC, the general partner of USAC, shall be able to be consummated immediately following the closing and Class B conversion units shall have been approved for listing on the NYSE. The agreement also contains a closing condition in connection with the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and approval from lenders. As of February 9, 2018, Federal Trade Commission has approved the transaction. The transaction is expected to close in the first half of 2018. As of March 5, 2018, the transaction is expected to close on April 2, 2018. Energy Transfer Partners to use the approximately $1.225 billion in cash proceeds to reduce leverage. The transaction is expected to be accretive to USAC’s distributable cash flow in 2018. Evercore acted as financial advisor while Joe Perillo, Michael Blankenship, Bill Swanstrom and Elizabeth Genter of Locke Lord LLP acted as legal advisor to USA Compression Holdings, LLC. Jefferies LLC acted as financial advisor while Srinivas M. Raju and Kenneth E. Jackman of Richards, Layton & Finger, P.A. acted as legal advisor to USA Compression Partners’s conflicts committee. Milam Newby, Ramey Layne, Doug Lionberger, Aaron Carpenter, Raleigh Wolfe, Brett Santoli, Tzvi Werzberger, David Wicklund, Sunjung Kim, Michael Makhotin, Erin Brown, Shane Tucker, Brian Bloom, Heather Johnson, Christen Romero, Ryan Carney, Joe Garcia, Glen Rosenbaum, Wendy Salinas, Laura Gieseke, Sam Guthrie, Curt Wimberly, Jen Maul, Sean Becker, Christie Alcalá, Neil Imus, John Andren, Casey Hopkins, Dan Spelkin, Connor Long, Jonathan Sapp, Jane Ehinmoro, David Lassetter, Devika Kornbacher and Sean Hill of Vinson & Elkins LLP acted as legal advisor to USA Compression Partners. William N. Finnegan, Thomas Verity, Chad Smith, Daniel Harrist, Taylor Anthony, Caroline Ellerbe, Max Fin and Debbie Yee of Latham & Watkins LLP acted as legal advisor to Energy Transfer Partners. Barclays acted as financial advisor to Energy Transfer Partners. Tudor, Pickering, Holt & Co., LLC acted as financial advisor while Potter Anderson & Corroon LLP acted as legal advisor to Energy Transfer Partners’s conflicts committee. John Pitts, Samuel Peca, Julian Seiguer, Justin Hoffman and Mary Kogut of Kirkland & Ellis LLP acted as legal advisor to Energy Transfer Partners on the financing agreement. David Schwartzbaum and Allison Schiffman of Covington & Burling LLP acted as legal advisors to Jefferies.