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