0000844965-11-000060.txt : 20110622 0000844965-11-000060.hdr.sgml : 20110622 20110622171559 ACCESSION NUMBER: 0000844965-11-000060 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110620 FILED AS OF DATE: 20110622 DATE AS OF CHANGE: 20110622 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Compressco Partners, L.P. CENTRAL INDEX KEY: 0001449488 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 943450907 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 101 PARK AVENUE, SUITE 1200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 405-677-0221 MAIL ADDRESS: STREET 1: 101 PARK AVENUE, SUITE 1200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TETRA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000844965 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35195 FILM NUMBER: 11926161 BUSINESS ADDRESS: STREET 1: 24955 INTERSTATE 45 NORTH CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2813671983 MAIL ADDRESS: STREET 1: 24955 INTERSTATE 45 NORTH CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COMPRESSCO INC CENTRAL INDEX KEY: 0000904147 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-BUILDING MATERIALS, HARDWARE, GARDEN SUPPLY [5200] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35195 FILM NUMBER: 11926157 BUSINESS ADDRESS: STREET 1: 220 CAMP ST CITY: NEW ORLEANS STATE: LA ZIP: 70130 BUSINESS PHONE: 5045241801 MAIL ADDRESS: STREET 1: 220 CAMP ST CITY: NEW ORLEANS STATE: LA ZIP: 70130 FORMER NAME: FORMER CONFORMED NAME: EMERGING ALPHA CORP DATE OF NAME CHANGE: 19930511 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TETRA International Inc CENTRAL INDEX KEY: 0001520659 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35195 FILM NUMBER: 11926156 BUSINESS ADDRESS: STREET 1: 24955 INTERSTATE 45 NORTH CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 281-367-1983 MAIL ADDRESS: STREET 1: 24955 INTERSTATE 45 NORTH CITY: THE WOODLANDS STATE: TX ZIP: 77380 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Compressco Partners GP Inc CENTRAL INDEX KEY: 0001520660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35195 FILM NUMBER: 11926160 BUSINESS ADDRESS: STREET 1: 101 PARK AVENUE STREET 2: SUITE 1200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 405-677-0221 MAIL ADDRESS: STREET 1: 101 PARK AVENUE STREET 2: SUITE 1200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Compressco Field Services Inc. CENTRAL INDEX KEY: 0001522703 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35195 FILM NUMBER: 11926158 BUSINESS ADDRESS: STREET 1: 101 PARK AVENUE STREET 2: SUITE 1200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 405-677-0221 MAIL ADDRESS: STREET 1: 101 PARK AVENUE STREET 2: SUITE 1200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 4 1 edgar.xml PRIMARY DOCUMENT X0303 4 2011-06-20 0001449488 Compressco Partners, L.P. GSJK 0000844965 TETRA TECHNOLOGIES INC 24955 INTERSTATE 45 NORTH THE WOODLANDS TX 77380 0 0 1 0 0001520660 Compressco Partners GP Inc 101 PARK AVENUE SUITE 1200 OKLAHOMA CITY OK 73102 0 0 1 0 0001522703 Compressco Field Services Inc. 101 PARK AVENUE SUITE 1200 OKLAHOMA CITY OK 73102 0 0 1 0 0000904147 COMPRESSCO INC 101 PARK AVENUE SUITE 1200 OKLAHOMA CITY OK 73102 0 0 1 0 0001520659 TETRA International Inc 24955 INTERSTATE 45 NORTH THE WOODLANDS TX 77380 0 0 1 0 Common Units representing limited partner interests 2011-06-20 4 P 0 6026757 A 6026757 I see footnote Subordinated Units representing limited partner interests 0 2011-06-20 4 P 0 6273970 A Common Units representing limited partner interests 6273970 6273970 I see footnote The Common Units reported were obtained from Compressco Partners, L.P. (the "Issuer") as consideration for assets and liabilities (having an estimated net market value of $75.3 million as of March 31, 2011) that the reporting persons contributed to the capital of the Issuer in connection with the Issuer's initial public offering of Common Units, which closed on June 20, 2011. Pursuant to the underwriting agreement between the Issuer and the underwriters of the initial public offering, the underwriters have an option to purchase up to 400,500 additional Common Units (the "Additional Common Units"), valued at $20.00 per Common Unit, by no later than July 14, 2011. (continued in footnote 2) (continued from footnote 1) Any Additional Common Units purchased by the underwriters pursuant to their option will be issued to the public and the net proceeds from any exercise of the underwriters' option to purchase Additional Common Units (approximately $7.5 million based on the initial public offering price of $20.00 per Common Unit, if exercised in full) will be used by the Issuer to make a distribution to Compressco Partners GP Inc. ("CPGP"), the general partner of the Issuer. Pursuant to the contribution agreement between the Issuer and CPGP, any Additional Common Units not purchased by the underwriters pursuant to their option will be issued to CPGP. CPGP's right to receive Additional Common Units, if any, pursuant to this right became fixed and irrevocable on June 20, 2011, the effective date of the reporting persons' contributions. 5,303,546 of the reported Common Units are owned directly by CPGP, the general partner of the Issuer and direct, wholly owned subsidiary of Compressco Field Services, Inc. ("CFSI"), and may be deemed to be beneficially owned by (i) CFSI, a direct, wholly owned subsidiary of Compressco, Inc. ("CI"), (ii) CI, a direct, wholly owned subsidiary of TETRA Technologies, Inc. ("TTI"), and (iii) TTI, and, 723,211 of the reported Common Units are owned directly by TETRA International Incorporated ("TII"), a direct, wholly owned subsidiary of TTI, and may be deemed to be beneficially owned by TTI. Subordinated Units may be converted into Common Units on a one-for-one basis upon termination of the subordination period, but no sooner than June 30, 2014, under certain circumstances set forth in the First Amended and Restated Agreement of Limited Partnership of Compressco Partners, L.P., effective as of June 20, 2011 and filed as Appendix A to the Issuer's Prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended. There is no expiration date associated with the reported Subordinated Units. The Subordinated Units reported were obtained from the Issuer as consideration for assets and liabilities (having an estimated net market value of $73.5 million as of March 31, 2011) that the reporting persons contributed to the capital of the Issuer in connection with the Issuer's initial public offering of Common Units, which closed on June 20, 2011. 5,521,094 of the reported Subordinated Units are owned directly by CPGP, the general partner of the Issuer and direct, wholly owned subsidiary of CFSI, and may be deemed to be beneficially owned by (i) CFSI, a direct, wholly owned subsidiary of CI, (ii) CI, a direct, wholly owned subsidiary of TTI, and (iii) TTI, and, 752,876 of the reported Subordinated Units are owned directly by TII, a direct, wholly owned subsidiary of TTI, and may be deemed to be beneficially owned by TTI. Bass C. Wallace, Jr., Sr. Vice President, General Counsel and Secretary of TETRA Technologies, Inc., a Delaware corporation 2011-06-22 Bass C. Wallace, Jr., Secretary of TETRA International Incorporated, a Delaware corporation 2011-06-22 Bass C. Wallace, Jr., AIF for Compressco, Inc., a Delaware corporation 2011-06-22 Bass C. Wallace, Jr., AIF for Compressco Field Services, Inc., an Oklahoma corporation 2011-06-22 Bass C. Wallace, Jr., Asst. Secretary of Compressco Partners GP Inc., a Delaware corporation 2011-06-22