Item 5. Other Information
ITEM 5. Other Information
In connection with our recent announcement of the implementation of an Energy Transfer LP shared services model, including with respect to Human Resources, and the impact of such announcement on his current role, Sean T. Kimble, our Vice President, Human Resources, and the Partnership mutually determined that it would be in the best interest of the Partnership and Mr. Kimble to terminate his employment with the Partnership. As such, on October 31, 2024, the Partnership issued a letter, pursuant to Section 6(b) of his employment agreement with a subsidiary of our General Partner, dated July 1, 2016 (the “Kimble Employment Agreement” ) informing Mr. Kimble that his employment was being terminated effective as of December 6, 2024. In that letter, the Partnership expressed its appreciation to Mr. Kimble for his years of dedicated service and significant contributions to the Partnership and wished him well in his future endeavors.
In connection with Mr. Kimble’s departure, Mr. Kimble and the Partnership intend to enter into a Restrictive Covenant and Separation Agreement and Full Release of Claims (the “Kimble Separation Agreement” ). The Kimble Separation Agreement will become effective after execution and the expiration of a seven (7) day revocation period. The Kimble Separation Agreement will provide for the following: (i) a separation payment of $972,088 (the “Separation Payment” ), less all required governmental payroll deductions and withholdings, which amount primarily consists of amounts owed to Mr. Kimble pursuant to the Kimble Employment Agreement; (ii) earned but unused paid time off as of December 6, 2024; and (iii) a lump-sum payment equal to the full cost of the premium for twenty-four (24) months of health insurance coverage under the Partnership’s health insurance plan.
The Kimble Separation Agreement will include, among other things, (i) a standard release of claims in favor of our General Partner, its parent entities, specifically including Energy Transfer, and their respective past and present subsidiaries, affiliates, partners, directors, officers, owners, shareholders, employees, benefit plans, benefit plan fiduciaries, predecessors, joint employers, successor employers and agents; (ii) a restrictive covenant provision whereby Mr. Kimble acknowledges obligations with respect to competition and solicitation of customers and employees; (iii) a mutual non-disparagement clause (applicable to officers and directors of the General Partner); (iv) a confirmation and acknowledgement by Mr. Kimble of his obligations with respect to proprietary and confidential information; and (v) a (24) twenty-four-month cooperation clause.
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ITEM 6. Exhibits
The following documents are filed, furnished, or incorporated by reference as part of this report:
Exhibit
Number Description
3.1 Certificate of Limited Partnership of USA Compression Partners, LP (incorporated by reference to Exhibit 3.1 to Amendment No. 3 of the Partnership’s registration statement on Form S-1 (Registration No. 333-174803) filed on December 21, 2011)
3.2 Second Amended and Restated Agreement of Limited Partnership of USA Compression Partners, LP (incorporated by reference to Exhibit 3.1 to the Partnership’s Current Report on Form 8-K (File No. 001-35779) filed on April 6, 2018)
22.1 List of Subsidiary Guarantors and Co-Issuer (incorporated by reference to Exhibit 22.1 to the Partnership's Quarterly Report on Form 10-Q (File No. 001-35779) filed on May 7, 2024)
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1# Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2# Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.1* The following materials from USA Compression Partners, LP’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2024, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) our unaudited condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023, (ii) our unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023, (iii) our unaudited condensed consolidated statements of changes in partners’ capital (deficit) for the nine months ended September 30, 2024 and 2023, (iv) our unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023, and (v) the related notes to our unaudited condensed consolidated financial statements.
104* The cover page from this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, formatted in Inline XBRL (included with Exhibit 101.1)
________________________________
* Filed herewith.
# Furnished herewith. Not considered to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
USA COMPRESSION PARTNERS, LP
By: USA Compression GP, LLC
its General Partner
Date: November 5, 2024 By: /s/ G. Tracy Owens
G. Tracy Owens
Vice President of Finance and Chief Accounting Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.