0001449488-14-000075.txt : 20140820 0001449488-14-000075.hdr.sgml : 20140820 20140820171338 ACCESSION NUMBER: 0001449488-14-000075 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140818 FILED AS OF DATE: 20140820 DATE AS OF CHANGE: 20140820 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: 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: 141055603 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: 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: 141055604 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 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: 141055605 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: 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: 141055606 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 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2014-08-18 0001449488 Compressco Partners, L.P. GSJK 0000844965 TETRA TECHNOLOGIES INC 24955 INTERSTATE 45 NORTH THE WOODLANDS TX 77380 0 0 1 1 Director by Deputization (1) 0001520660 Compressco Partners GP Inc 101 PARK AVENUE SUITE 1200 OKLAHOMA CITY OK 73102 0 0 1 1 Director by Deputization (1) 0001522703 Compressco Field Services Inc. 101 PARK AVENUE SUITE 1200 OKLAHOMA CITY OK 73102 0 0 1 1 Director by Deputization (1) 0000904147 COMPRESSCO INC 101 PARK AVENUE SUITE 1200 OKLAHOMA CITY OK 73102 0 0 1 1 Director by Deputization (1) Common Units representing limited partner interests 2014-08-18 4 M 0 6273970 A 14092340 I see footnote Subordinated Units representing limited partner interests 0 2014-08-18 4 M 0 6273970 D Common Units representing limited partner interests 6273970 0 I see footnote Each of the reporting persons may be deemed a "director by deputization" of Compressco Partners, L.P. (the "Issuer") by reason of the fact that all directors of the general partner of the Issuer are designated by TETRA Technologies, Inc. The Subordinated Units reported were obtained from the Issuer as consideration for assets and liabilities that the reporting persons contributed to the capital of the Issuer in connection with the Issuer's initial public offering of Common Units representing limited partner interests ("Common Units"), which closed on June 20, 2011. Effective August 18, 2014, the Subordinated Units converted to Common Units on a one-for-one basis for no additional consideration. 1,391,113 of the reported Common Units are owned directly by Compressco Partners Investment, LLC ("CPI"), a direct, wholly owned subsidiary of Compressco Partners GP Inc. ("CPGP"), the general partner of the Issuer, and may be deemed to be beneficially owned by (i) CPGP, a direct, wholly owned subsidiary of Compressco Field Services, L.L.C. ("CFS") (ii) CFS, a direct, wholly owned subsidiary of Compressco, Inc. ("CI"), (iii) CI, a direct, wholly owned subsidiary of TETRA Technologies, Inc. ("TTI"), and (iv) TTI; 11,225,140 of the reported Common Units are owned directly by CPGP and may be deemed to be beneficially owned by (i) CFS, (ii) CI, and (iii) TTI; and, 1,476,087 of the reported Common Units are owned directly by TETRA International Incorporated, a direct, wholly owned subsidiary of TTI, and may be deemed to be beneficially owned by TTI. All 6,273,970 Subordinated Units were converted into Common Units effective August 18, 2014 for no additional consideration upon the expiration of the subordination period, as defined and set forth in the First Amended and Restated Agreement of Limited Partnership of the Issuer. There was no expiration date associated with the reported Subordinated Units. 5,521,094 of the reported Subordinated Units were owned directly by CPGP, the general partner of the Issuer and a direct, wholly owned subsidiary of CFS, and may be deemed to have been beneficially owned by (i) CFS, 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 were owned directly by TII, a direct, wholly owned subsidiary of TTI, and may be deemed to have been beneficially owned by TTI. Bass C. Wallace, Jr., Sr. Vice President and General Counsel of TETRA Technologies, Inc., a Delaware corporation 2014-08-20 Bass C. Wallace, Jr., Attorney-in-fact for Compressco, Inc., a Delaware corporation 2014-08-20 Bass C. Wallace, Jr., Attorney-in-fact for Compressco Field Services, L.L.C., an Oklahoma limited liability company 2014-08-20 Bass C. Wallace, Jr., Asst. Secretary of Compressco Partners GP Inc., a Delaware corporation 2014-08-20