0001562180-18-000276.txt : 20180109
0001562180-18-000276.hdr.sgml : 20180109
20180109162617
ACCESSION NUMBER: 0001562180-18-000276
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180108
FILED AS OF DATE: 20180109
DATE AS OF CHANGE: 20180109
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CSI Compressco 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: 18519376
BUSINESS ADDRESS:
STREET 1: 24955 INTERSTATE 45 N
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
BUSINESS PHONE: 281-367-1983
MAIL ADDRESS:
STREET 1: 24955 INTERSTATE 45 N
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
FORMER NAME:
FORMER CONFORMED NAME: Compressco Partners GP Inc
DATE OF NAME CHANGE: 20110512
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: 18519379
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: 18519377
BUSINESS ADDRESS:
STREET 1: 24955 INTERSTATE 45 N
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
BUSINESS PHONE: 281-367-1983
MAIL ADDRESS:
STREET 1: 24955 INTERSTATE 45 N
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
FORMER NAME:
FORMER CONFORMED NAME: EMERGING ALPHA CORP
DATE OF NAME CHANGE: 19930511
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Compressco Field Services, L.L.C.
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: 18519378
BUSINESS ADDRESS:
STREET 1: 24955 INTERSTATE 45 N
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
BUSINESS PHONE: 281-367-1983
MAIL ADDRESS:
STREET 1: 24955 INTERSTATE 45 N
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
FORMER NAME:
FORMER CONFORMED NAME: Compressco Field Services Inc.
DATE OF NAME CHANGE: 20110607
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CSI Compressco LP
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: 24955 INTERSTATE 45 N
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
BUSINESS PHONE: 281-367-1983
MAIL ADDRESS:
STREET 1: 24955 INTERSTATE 45 N
CITY: THE WOODLANDS
STATE: TX
ZIP: 77380
FORMER COMPANY:
FORMER CONFORMED NAME: Compressco Partners, L.P.
DATE OF NAME CHANGE: 20081104
4
1
primarydocument.xml
PRIMARY DOCUMENT
X0306
4
2018-01-08
false
0001449488
CSI Compressco LP
CCLP
0000844965
TETRA TECHNOLOGIES INC
24955 INTERSTATE 45 NORTH
THE WOODLANDS
TX
77380
false
false
true
true
Director by Deputization (9)
0001522703
Compressco Field Services, L.L.C.
24955 INTERSTATE 45 N
THE WOODLANDS
TX
77380
false
false
true
true
Director by Deputization (9)
0000904147
COMPRESSCO INC
24955 INTERSTATE 45 N
THE WOODLANDS
TX
77380
false
false
true
true
Director by Deputization (9)
0001520660
CSI Compressco GP Inc
24955 INTERSTATE 45 N
THE WOODLANDS
TX
77380
false
false
true
true
Director by Deputization (9)
Common Units representing limited partner interests
2018-01-08
4
M
false
86991.00
4.93
A
15083234.00
I
see footnote
Series A Convertible Preferred Units
2018-01-08
4
M
false
37520.84
11.43
D
Common Units representing limited partner interests
712896.03
I
see footnotes
On August 8, 2016, the Issuer entered into a Series A Preferred Unit Purchase Agreement (the "Purchase Agreement") with CSI Compressco Investment LLC ("CSI Investment") and the other purchasers party thereto (the "Purchasers"), whereby the Purchasers purchased 874,891 Series A Convertible Preferred Units representing limited partner interests in the Issuer (the "Preferred Units"). The Preferred Units were issued and sold to the Purchasers on August 8, 2016 (the "Closing"). The holders of the Preferred Units (each, a "Preferred Unitholder") will receive quarterly distributions in kind in additional Preferred Units, equal to an annual rate of 11.00% (2.75% per quarter), subject to certain adjustments. A ratable portion of the Preferred Units will be converted each month over a period of thirty months beginning in the seventh calendar month following the Closing (each, a "Conversion Date"), subject to certain provisions that may delay or accelerate all or a portion of such monthly
conversions. On each Conversion Date, the Preferred Units will convert into common units representing limited partner interests in the Partnership ("Common Units") in an amount equal to, with respect to each Preferred Unitholder, the number of Preferred Units held by such Preferred Unitholder divided by the number of Conversion Dates remaining, subject to certain adjustments. The conversion price (the "Conversion Price") on any Conversion Date shall equal the least of (i) $12.00, subject to certain adjustments, (ii) 93.5% of the arithmetic average of the volume-weighted average trading price (the "VWAP") on each trading day during the twenty (20) trading day period immediately prior to such Conversion Date (subject to certain adjustments), and (iii) the arithmetic average of the VWAPs on each trading day during the twenty (3) trading day period immediately prior to such Conversion Date (subject to certain adjustments); provided, however, that the Conversion Price shall not be less
than $2.00. In addition, the Preferred Units are convertible on a one-for-one basis (subject to customary anti-dilution adjustments) by the holders of such Preferred Units at any time following May 31, 2017 so long as any conversion is not for less than $250,000 or such lesser amount, if such conversion relates to all of such Purchaser's remaining Preferred Units. In addition, upon certain events involving a change of control, each holder of the Preferred Units may elect to (a) convert its Preferred Units to Common Units at the then-applicable conversion rate, (b) if the Partnership is not the surviving entity (or if the Partnership is the surviving entity, but its Common Units will cease to be listed on a National Securities Exchange), require the Partnership or the acquiring entity, as applicable, to either (i) deliver a security in the surviving entity that has substantially similar rights, preferences and privileges as the Preferred Units or (ii) redeem each Preferred Unit held by
such Preferred Unitholder at a redemption price per Preferred Unit equal to 120% of the greater of (A) $11.43 and (B) the intrinsic value of the Preferred Units determined as of the applicable date of determination or (c) if the Partnership is the surviving entity and its Common Units continue to be listed or admitted to trading on a National Securities Exchange, continue to hold the Preferred Units.
The issuance of the Preferred Units to CSI Investment and the conversion into Common Units were approved by the Board of Directors of CSI Compressco GP Inc. ("CPGP"), the general partner of the Issuer. Accordingly, the transaction reported on this Form 4 is exempt from Section 16(b) pursuant to Rule 16b-3(d)(1) under the Securities Exchange Act of 1934 (the "Exchange Act").
On January 8, 2018, a Conversion Date, 37,520.84 Preferred Units owned by CSI Investment automatically converted into 86,991 Common Units at a conversion price of $4.93 (as described in (1-4) above) pursuant to the Purchase Agreement without the payment of additional consideration or further action on the part of the reporting person.
All of the reported Preferred Units are owned directly by CSI Investment, a direct, wholly owned subsidiary of CPGP, 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 TTI and (iv) TTI.
The Preferred Units are perpetual in nature and have no expiration date.
Each of the reporting persons may be deemed a "director by deputization" of CSI Compressco LP (the "Issuer") by reason of the fact that all directors of the general partner of the Issuer are designated by TETRA Technologies, Inc. ("TTI").
Bass C. Wallace, Jr., Sr. Vice President, General Counsel and Secretary of TETRA Technologies, Inc., a Delaware corporation
2018-01-09
Bass C. Wallace, Jr., Attorney-in-fact for Compressco Field Services, L.L.C., an Oklahoma limited liability company
2018-01-09
Bass C. Wallace, Jr., Attorney-in-fact for Compressco, Inc., a Delaware corporation
2018-01-09
Bass C. Wallace, Jr., General Counsel, Assistant Secretary, Assistant Treasurer of CSI Compressco GP Inc., a Delaware corporation
2018-01-09