0001562180-18-002522.txt : 20180516 0001562180-18-002522.hdr.sgml : 20180516 20180516162956 ACCESSION NUMBER: 0001562180-18-002522 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180515 FILED AS OF DATE: 20180516 DATE AS OF CHANGE: 20180516 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: 18840306 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: 18840305 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: 18840303 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: 18840304 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 2018-05-15 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 (8) 0001522703 Compressco Field Services, L.L.C. 24955 INTERSTATE 45 N THE WOODLANDS TX 77380 false false true true Director by Deputization (8) 0000904147 COMPRESSCO INC 24955 INTERSTATE 45 N THE WOODLANDS TX 77380 false false true true Director by Deputization (8) 0001520660 CSI Compressco GP Inc 24955 INTERSTATE 45 N THE WOODLANDS TX 77380 false false true true Director by Deputization (8) Series A Convertible Preferred Units 2018-05-15 4 A false 19137.00 11.43 A Common Units representing limited partner interests 599972.98 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. The additional 19,137 Preferred Units reported on this Form 4 were acquired by CSI Investment as quarterly, in kind distributions issued pursuant to the Purchase Agreement. 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 three (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 payment of the quarterly distributions thereon in kind 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"). The transaction reported on this Form 4 is also exempt pursuant to Rule 16a-9 under the Exchange Act. The Preferred Units are perpetual in nature and have no expiration date. 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. Each of the reporting persons may be deemed a "director by deputization" of the Issuer by reason of the fact that all directors of the General Partner of the Issuer are designated by TTI. Bass C. Wallace, Jr., Sr. Vice President, General Counsel and Secretary of TETRA Technologies, Inc., a Delaware corporation 2018-05-16 Bass C. Wallace, Jr., Attorney-in-fact for Compressco Field Services, L.L.C., an Oklahoma limited liability company 2018-05-16 Bass C. Wallace, Jr., Attorney-in-fact for Compressco, Inc., a Delaware corporation 2018-05-16 Bass C. Wallace, Jr., General Counsel, Assistant Secretary, Assistant Treasurer of CSI Compressco GP Inc., a Delaware corporation 2018-05-16