Attached files
file | filename |
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EX-1.1 - EX-1.1 - CSI Compressco LP | h83042exv1w1.htm |
EX-99.1 - EX-99.1 - CSI Compressco LP | h83042exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report: June 14, 2011
COMPRESSCO PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware | 001-35195 | 94-3450907 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
101 Park Avenue, Suite 1200 | ||
Oklahoma City, Oklahoma | 73102 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (405) 677-0221
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 (see General Instruction
A.2. below):
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 13e-4(c) 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. |
Underwriting Agreement
On June 14, 2011, Compressco Partners, L.P. (the Partnership) entered into an Underwriting
Agreement (the Underwriting Agreement), by and among the Partnership, Compressco Partners GP
Inc., the general partner of the Partnership (the General Partner), TETRA Technologies, Inc.
(TETRA and together with the Partnership and the General Partner, the Partnership Parties) and
Raymond James & Associates, Inc. and J.P. Morgan Securities LLC as representatives (the
Representatives) of the several underwriters named therein (the Underwriters), providing for
the offer and sale by the Partnership (the Offering), and purchase by the Underwriters, of
2,670,000 common units representing limited partner interests in the Partnership (Common Units)
at a price to the public of $20.00 per Common Unit ($18.72 per Common Unit, net of underwriting
discounts). Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriters a
30-day option (the Option) to purchase up to an additional 400,500 Common Units (the Optional
Units) to cover over-allotments, if any, on the same terms. The material terms of the Offering are
described in the prospectus, dated June 14, 2011 (the Prospectus), filed by the Partnership with
the United States Securities and Exchange Commission (the Commission) on June 16, 2011 pursuant
to Rule 424(b)(4) under the Securities Act of 1933, as amended (the Securities Act). The Offering
is registered with the Commission pursuant to a Registration Statement on Form S-1, as amended
(File No. 333-155260), initially filed by the Partnership on November 10, 2008.
The Underwriting Agreement contains customary representations, warranties and agreements of
the Partnership Parties and customary conditions to closing, obligations of the parties and
termination provisions. The Partnership Parties have agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act, and to contribute to payments
the Underwriters may be required to make because of any of those liabilities.
The
Offering closed on June 20, 2011. The Partnership received
proceeds from the Offering (net of underwriting discounts and after deducting estimated offering
expenses) of approximately $42.5 million. As described in the Prospectus, the Partnership will use
the net proceeds from this offering to retire existing indebtedness, pay financing fees and
transaction costs incurred in connection with the placement of a new revolving credit facility and
for general working capital purposes. The net proceeds to the Partnership will not change if the
Underwriters exercise their option to purchase Optional Units because the net proceeds from any
exercise of the Underwriters option to purchase Optional Units (approximately $7.5 million based
on the initial offering price of $20.00 per common unit, if exercised in full) will be used to make
a distribution to the Partnerships general partner.
As more fully described under the caption Underwriting in the Prospectus, certain of the
Underwriters may from time to time in the future provide investment banking and financial advisory
and other financial services in the ordinary course of their business for the Partnership and its
affiliates for which they may receive customary advisory or transaction fees, as applicable, plus
out-of-pocket expenses. An affiliate of J.P. Morgan Securities LLC is the lead arranger of TETRAs
revolving credit facility and has received customary fees in connection
with such
lending service. An affiliate of RBC Capital Markets, LLC, one of the
underwriters of the Offering, is a participant in
TETRAs revolving credit facility and has received customary fees in connection with such lending
service. An affiliate of J.P. Morgan Securities LLC is the lead arranger of the Partnerships new
revolving credit facility and will receive customary fees in connection with such lending service,
including a portion of the proceeds from the Offering.
The foregoing description is qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and
incorporated in this Item 1.01 by reference.
ITEM 7.01 | Regulation FD Disclosure. |
On June 15, 2011, the Partnership issued a press release announcing that it had priced the
Offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is
furnished as Exhibit 99.1 hereto. In accordance with General Instruction B.2 of Form 8-K, the press
release is deemed to be furnished and shall not be deemed filed for the purpose of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
section, nor shall such information and Exhibit be deemed incorporated by reference into any filing
under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended.
ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
1.1 | Underwriting Agreement, dated June 14, 2011, by and among the
Partnership, the General Partner, TETRA and the Representatives. |
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99.1 | Press Release, dated June 15, 2011. |
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 hereunto duly authorized.
Compressco Partners, L.P. By: Compressco Partners GP Inc., its general partner |
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Date: June 20, 2011 | By: | /s/ Ronald J.Foster | ||
Name: | Ronald J. Foster | |||
Title: | President | |||
EXHIBIT INDEX
1.1 | Underwriting Agreement, dated June 14, 2011, by and among the
Partnership, the General Partner, TETRA and the Representatives. |
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99.1 | Press Release, dated June 15, 2011. |