Attached files
file | filename |
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EX-3.2 - EX-3.2 - CSI Compressco LP | h83107exv3w2.htm |
EX-3.1 - EX-3.1 - CSI Compressco LP | h83107exv3w1.htm |
EX-10.1 - EX-10.1 - CSI Compressco LP | h83107exv10w1.htm |
EX-10.2 - EX-10.2 - CSI Compressco LP | h83107exv10w2.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 20, 2011
COMPRESSCO PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
001-35195 (Commission File Number) |
94-3450907 (IRS Employer Identification No.) |
101 Park Avenue, Suite 1200
Oklahoma City, Oklahoma 73102
(Address of principal executive office) (Zip Code)
(405) 677-0221
(Registrants telephone number, including area code)
Oklahoma City, Oklahoma 73102
(Address of principal executive office) (Zip Code)
(405) 677-0221
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into Material Definitive Agreement.
On June 20, 2011, Compressco Partners, L.P. (the Partnership) completed its initial
public offering (the Offering) of 2,670,000 common units representing limited partner
interests in the Partnership (Common Units) at $20.00 per Common Unit pursuant to a
Registration Statement on Form S-1, as amended (File No. 333-155260) (the Registration
Statement), initially filed on November 10, 2008 by the Partnership with the Securities and
Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended
(the Securities Act), including a prospectus regarding the Offering (the
Prospectus) filed with the Commission on June 16, 2011 pursuant to rule 424(b).
Contribution Agreement
On June 20, 2011, in connection with the closing of the Offering, the Partnership entered into
a contribution, conveyance and assumption agreement with Compressco Partners GP Inc., the general
partner of the Partnership (the General Partner), TETRA Technologies, Inc.
(TETRA), Compressco, Inc., TETRA International Incorporated and certain of their
controlled affiliates (the Contribution Agreement). A description of the Contribution
Agreement is contained in the section of the Prospectus entitled Certain Relationships and Related
Party Transactions The Contribution, Conveyance and Assumption Agreement and is incorporated
herein by reference. Pursuant to the terms of the Contribution Agreement, at the closing of the
Offering, the Partnership issued to TETRA and its affiliates 6,026,757 Common Units, 6,273,970
subordinated units representing limited partner interests in the Partnership (Subordinated
Units), a 2.0% general partner interest and incentive distribution rights representing limited
partner interests in the Partnership (Incentive Distribution Rights) as consideration for
the assets that TETRA and its affiliates contributed to the Partnerships capital pursuant to the
terms of the Contribution Agreement.
The foregoing description of the Contribution Agreement and the description of the
Contribution Agreement contained in the Prospectus are qualified in their entirety by reference to
the full text of the Contribution Agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
Omnibus Agreement
On June 20, 2011, in connection with the closing of the Offering, the Partnership entered into
an omnibus agreement (the Omnibus Agreement) with TETRA and the General Partner. A
description of the Omnibus Agreement is contained in the section of the Prospectus entitled
Certain Relationships and Related Party Transactions Omnibus Agreement and is incorporated
herein by reference.
The foregoing description of the Omnibus Agreement and the description of the Omnibus
Agreement contained in the Prospectus are qualified in their entirety by reference to the full text
of the Omnibus Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form
8-K and incorporated in this Item 1.01 by reference.
Relationships
As more fully described in the section of the Prospectus entitled Certain Relationships and
Related Party Transactions, which is incorporated herein by reference, TETRA and its affiliates
(i) own 6,026,757 Common Units and 6,273,970 Subordinated Units, (ii) own and control the General
Partner, which owns a 2.0% general partner interest in the Partnership and Incentive Distribution
Rights, and (iii) appoint all of the directors of the General Partner.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Contribution Agreement
The description of TETRAs contribution of assets to the Partnership pursuant to the terms of
the Contribution Agreement provided above under Item 1.01 is incorporated in this Item 2.01 by
reference. A copy of the
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Contribution Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated in this Item 2.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The description of the Partnerships assumption of indebtedness pursuant to the terms of the
Contribution Agreement provided above under Item 1.01 is incorporated in this Item 2.03 by
reference. A copy of the Contribution Agreement is filed as Exhibit 10.1 to this Current Report on
Form 8-K and incorporated in this Item 2.03 by reference.
Item 3.02 Unregistered Sales of Equity Securities
The description of the issuances of Common Units, Subordinated Units, general partner
interests and Incentive Distribution Rights by the Partnership on June 20, 2011, pursuant to the
terms of the Contribution Agreement, under Item 1.01 above is incorporated herein by reference. The
foregoing transactions were undertaken in reliance upon the exemption from the registration
requirements of the Securities Act by Section 4(2) thereof. The Partnership believes that
exemptions other than the foregoing exemption may exist for these transactions.
Each of the Subordinated Units will convert into one Common Unit at the end of the
subordination period set forth in the Partnership Agreement (as such capitalized term is defined
under Item 5.03 below). Unless earlier terminated pursuant to the terms of the Partnership
Agreement, the subordination period will extend until the first day of any quarter beginning after
June 30, 2014 that the Partnership meets the financial tests set forth in the Partnership
Agreement, but may end sooner if the Partnership meets additional financial tests set forth in the
Partnership Agreement. See Item 5.03 below for a description of the Partnership Agreement. The
description of the subordination period contained in the section of the Prospectus entitled
Provisions of Our Partnership Agreement Relating to Cash DistributionsSubordination Period is
incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
First Amended and Restated Agreement of Limited Partnership of Compressco Partners, L.P.
On June 20, 2011, in connection with the closing of the Offering, the General Partner amended
and restated the Partnerships agreement of limited partnership (as so amended and restated, the
Partnership Agreement). A description of the Partnership Agreement is contained in the
section of the Prospectus entitled The Partnership Agreement and is incorporated herein by
reference.
The foregoing description of the Partnership Agreement and the description of the Partnership
Agreement contained in the Prospectus are qualified in their entirety by reference to the full text
of the Partnership Agreement, a copy of which is filed as Exhibit 3.1 to this Current Report on
Form 8-K and incorporated in this Item 5.03 by reference.
First Amended and Restated Bylaws of Compressco Partners GP Inc.
On June 20, 2011, in connection with the closing of the Offering, the General Partner amended
and restated its bylaws (as so amended and restated, the Bylaws). The amendments to the
Bylaws included provisions regarding, among other things, the rights of the stockholders of the
General Partner, the management of the General Partner by the board of directors and officers of
the General Partner and the indemnification rights of directors, officers and certain other agents
of the General Partner. A description of these indemnification rights under the Bylaws is contained
in Part II of the Registration Statement under the section entitled Information Not Required In
the Prospectus Indemnification of Directors, Executive Officers and other Persons and is
incorporated herein by reference.
The foregoing description of the Bylaws and the description of the Bylaws contained in the
Registration Statement is qualified in its entirety by reference to the full text of the Bylaws, a
copy of which are filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated in this
Item 5.03 by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1
|
First Amended and Restated Agreement of Limited Partnership of Compressco Partners, L.P., dated June 20, 2011. | |
3.2
|
First Amended and Restated Bylaws of Compressco Partners GP Inc., dated June 20, 2011. | |
10.1
|
Contribution, Conveyance and Assumption Agreement, dated June 20, 2011, by and among Compressco, Inc., Compressco Field Services, Inc., Compressco Canada, Inc., Compressco de Mexico, S. de R.L. de C.V., Compressco Partners GP Inc., Compressco Partners, L.P., Compressco Partners Operating, LLC, Compressco Netherlands B.V., Compressco Holdings, LLC, Compressco Netherlands Coöperatief U.A., Compressco Partners Sub, Inc., TETRA International Incorporated, Production Enhancement Mexico, S. de R.L. de C.V. and TETRA Technologies, Inc. | |
10.2
|
Omnibus Agreement, dated June 20, 2011, by and among Compressco Partners, L.P., TETRA Technologies, Inc. and Compressco Partners GP Inc. |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
COMPRESSCO PARTNERS, L.P. |
||||
By: | COMPRESSCO PARTNERS GP INC., | |||
its general partner | ||||
Dated: June 24, 2011 | By: | /s/ Ronald J. Foster | ||
Name: | Ronald J. Foster | |||
Title: | President |
EXHIBIT INDEX
3.1
|
First Amended and Restated Agreement of Limited Partnership of Compressco Partners, L.P., dated June 20, 2011. | |
3.2
|
First Amended and Restated Bylaws of Compressco Partners GP Inc., dated June 20, 2011. | |
10.1
|
Contribution, Conveyance and Assumption Agreement, dated June 20, 2011, by and among Compressco, Inc., Compressco Field Services, Inc., Compressco Canada, Inc., Compressco de Mexico, S. de R.L. de C.V., Compressco Partners GP Inc., Compressco Partners, L.P., Compressco Partners Operating, LLC, Compressco Netherlands B.V., Compressco Holdings, LLC, Compressco Netherlands Coöperatief U.A., Compressco Partners Sub, Inc., TETRA International Incorporated, Production Enhancement Mexico, S. de R.L. de C.V. and TETRA Technologies, Inc. | |
10.2
|
Omnibus Agreement, dated June 20, 2011, by and among Compressco Partners, L.P., TETRA Technologies, Inc. and Compressco Partners GP Inc. |