Filing Details

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

 

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This Amendment No. 7 to Schedule 13D (this “Amendment”) relates to common units representing limited partner interests (“Common Units”) in CSI Compressco LP, a Delaware limited partnership (the “Issuer”), whose principal executive offices are located at 24955 Interstate 45 North, The Woodlands, Texas 77380, and amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2011 (the “Original Schedule 13D”) by TETRA Technologies, Inc., a Delaware corporation (“TETRA”), TETRA International Incorporated, a Delaware corporation (“TII”), Compressco, Inc., a Delaware corporation (“CI”), Compressco Field Services, Inc., an Oklahoma corporation (now known as Compressco Field Services, L.L.C., an Oklahoma limited liability company) (“CFS” and, together with TETRA, TTI and CI, the “Reporting Persons”) and Compressco Partners GP Inc. (now known as CSI Compressco GP LLC, a Delaware limited liability company) (the “General Partner”), as amended by that certain Amendment No. 1 filed on August 8, 2014, that certain Amendment No. 2 filed on August 25, 2014, that certain Amendment No. 3 filed on June 20, 2017, that certain Amendment No. 4 filed on March 5, 2018, that certain Amendment No. 5 filed on August 16, 2018, and that certain Amendment No. 6 filed on November 21, 2018.

Except as otherwise specified in this Amendment, all items left blank remain unchanged in all material respects and any items that are reported are deemed to amend, or amend and restate, as indicated herein, the corresponding items in the Original Schedule 13D, as previously amended. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Original Schedule 13D, as previously amended.

The information previously provided in response to Item 2 is hereby amended and restated by replacing the text thereof in its entirety with the following:

The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

TETRA is a publicly traded company. CFS is a direct, wholly owned subsidiary of CI and CI and TII are direct, wholly owned subsidiaries of TETRA. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D/A.

(d) – (e) During the past five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree or final

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order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the executive officers, directors and each person controlling the Reporting Persons, as applicable (collectively, the “Listed Persons”), required by Item 2 of Schedule 13D is provided on Schedule 1 and is incorporated by reference herein. To the Reporting Persons’ knowledge, none of the Listed Persons have been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The information previously provided in the initial paragraph in response to Item 4 is hereby amended and supplemented by adding the following:

On January 29, 2021, TETRA entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Spartan Energy Holdco, LLC, a Delaware limited liability company (“Spartan Holdco”), and, solely for certain purposes therein, Spartan Energy Partners LP, a Delaware limited partnership (“Spartan”), pursuant to which TETRA sold (i) 10,952,478 Common Units of the Issuer and (ii) all of the outstanding membership interests (the “GP Equity”) in the General Partner, to Spartan Holdco. The General Partner holds all of the incentive distribution rights of the Issuer and a 1.4 percent general partner interest in the Issuer. Collectively, the sale of Common Units and the GP Equity pursuant to the Purchase Agreement is referred to herein as the “GP Sale.” The consideration for the GP Sale was $14.0 million, which consisted of $13.4 million in cash paid at the closing and $0.5 million to be paid on the six-month anniversary of the closing. TETRA is also entitled to earn additional consideration of $3.1 million in the form of cash and/or Common Units if the Issuer achieves certain financial targets on or prior to December 31, 2022, as set forth in the Purchase Agreement.

The information previously provided in response to Item 4(a) is hereby amended and supplemented by adding the following:

Pursuant to the Purchase Agreement, TETRA is entitled to earn additional consideration of $3.1 million in the form of cash and/or Common Units if the Issuer achieves certain financial targets on or prior to December 31, 2022, as set forth in the Purchase Agreement. If earned, the additional consideration is payable on or before the 26-month anniversary of the closing.

The information previously provided in response to Item 4(d) is hereby amended and restated in its entirety as follows:

(d) None.

The information previously provided in response to Item 4(e) is hereby amended and restated in its entirety as follows:

(e) None.

The information previously provided in response to Item 5 is hereby amended and restated by replacing the text thereof in its entirety with the following:

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(4)  CFS is the record and beneficial owner of 3,761,883 Common Units. Such Common Units represent approximately 7.94% of the outstanding Common Units (based on calculations made in accordance with Rule 13d-3 of the Exchange Act, there being 47,352,291 Common Units outstanding as of January 29, 2021).

The information previously provided in response to Item 6 is hereby amended and supplemented by adding the following:

On January 29, 2021, TETRA entered into the Purchase Agreement with Spartan Holdco and, solely for certain purposes therein, Spartan, pursuant to which TETRA sold (i) 10,952,478 Common Units of the Issuer and (ii) the GP Equity to Spartan Holdco.

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The information previously provided in response to Item 7 is hereby amended to add the following exhibits:

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: February 2, 2021

TETRA Technologies, Inc.

 

 

By:/s/ Brady M. Murphy

Name:Brady M. Murphy

Title:President and Chief Executive Officer

 

 

TETRA International Incorporated

 

 

By:/s/ Brady M. Murphy

Name:Brady M. Murphy

Title:President

 

 

Compressco, Inc.

 

 

By:/s/ Brady M. Murphy

Name:Brady M. Murphy

Title:President

 

 

Compressco Field Services, L.L.C.

 

By:Compressco, Inc.,

its sole member

 

 

By:/s/ Brady M. Murphy

Name:Brady M. Murphy

Title:President

 

 

 

 

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SCHEDULE 1

Listed Persons*

(as of January 29, 2021)

Executive Officers of TETRA Technologies, Inc.

Name: Brady M. Murphy
Address: c/o TETRA Technologies, Inc., 24955 Interstate 45 North, The Woodlands, Texas 77380
Principal Occupation: President and Chief Executive Officer, TETRA Technologies, Inc.
Citizenship: USA
Amount Beneficially Owned: 195,121 Common Units (less than 1%)

Name: Elijio V. Serrano
Address: c/o TETRA Technologies, Inc., 24955 Interstate 45 North, The Woodlands, Texas 77380
Principal Occupation: Senior Vice President and Chief Financial Officer, TETRA Technologies, Inc.
Citizenship: USA
Amount Beneficially Owned: 82,045 Common Units (less than 1%)

Name: Matthew J. Sanderson
Address: c/o TETRA Technologies, Inc., 24955 Interstate 45 North, The Woodlands, Texas 77380
Principal Occupation: Senior Vice President, TETRA Technologies, Inc.
Citizenship: Canadian
Amount Beneficially Owned: 0

Name: Timothy C. Moeller
Address: c/o TETRA Technologies, Inc., 24955 Interstate 45 North, The Woodlands, Texas 77380
Principal Occupation: Senior Vice President – Global Supply Chain and Chemicals, TETRA Technologies, Inc.
Citizenship: USA
Amount Beneficially Owned: 17,458 Common Units (less than 1%)

Name: Richard D. O’Brien
Address: c/o TETRA Technologies, Inc., 24955 Interstate 45 North, The Woodlands, Texas 77380
Principal Occupation: Vice President – Finance, Global Controller, and Assistant Treasurer
Citizenship: USA
Amount Beneficially Owned: 0

Name: Jacek M. Mucha
Address: c/o TETRA Technologies, Inc., 24955 Interstate 45 North, The Woodlands, Texas 77380
Principal Occupation: Vice President – Finance and Treasurer
Citizenship: USA
Amount Beneficially Owned: 16,412 Common Units (less than 1%)

Directors of TETRA Technologies, Inc.

Name: Mark E. Baldwin
Address: c/o TETRA Technologies, Inc., 24955 Interstate 45 North, The Woodlands, Texas 77380
Principal Occupation: Director, TETRA Technologies, Inc.
Citizenship: USA
Amount Beneficially Owned: 0

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Name: Thomas R. Bates, Jr.
Address: c/o TETRA Technologies, Inc., 24955 Interstate 45 North, The Woodlands, Texas 77380
Principal Occupation: Director, TETRA Technologies, Inc.
Citizenship: USA
Amount Beneficially Owned: 10,500 Common Units (less than 1%)

Name: Paul D. Coombs
Address: c/o TETRA Technologies, Inc., 24955 Interstate 45 North, The Woodlands, Texas 77380
Principal Occupation: Director, TETRA Technologies, Inc.
Citizenship: USA
Amount Beneficially Owned: 62,680 Common Units (less than 1%)

Name: John F. Glick
Address: c/o TETRA Technologies, Inc., 24955 Interstate 45 North, The Woodlands, Texas 77380
Principal Occupation: Director, TETRA Technologies, Inc.
Citizenship: USA
Amount Beneficially Owned: 2,000 Common Units (less than 1%)

Name: Gina A. Luna
Address: c/o TETRA Technologies, Inc., 24955 Interstate 45 North, The Woodlands, Texas 77380
Principal Occupation: Director, TETRA Technologies, Inc.
Citizenship: USA
Amount Beneficially Owned: 0

Name: Brady M. Murphy
Director, TETRA Technologies, Inc.
(see above)

Name: William D. Sullivan
Address: c/o TETRA Technologies, Inc., 24955 Interstate 45 North, The Woodlands, Texas 77380
Principal Occupation: Chairman of the Board of Directors, TETRA Technologies, Inc.
Citizenship: USA
Amount Beneficially Owned: 77,449 Common Units (less than 1%)

Name: Joseph C. Winkler III
Address: c/o TETRA Technologies, Inc., 24955 Interstate 45 North, The Woodlands, Texas 77380
Principal Occupation: Director, TETRA Technologies, Inc.
Citizenship: USA
Amount Beneficially Owned: 0

Executive Officers of TETRA International Incorporated

Name: Brady M. Murphy
President, TETRA International Incorporated
(see above)

Name: Matthew J. Sanderson
Vice President, TETRA International Incorporated
(see above)

Name: Jacek M. Mucha
Treasurer, TETRA International Incorporated
(see above)

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Directors of TETRA International Incorporated

Name: Brady M. Murphy
Director, TETRA International Incorporated
(see above)

Executive Officers of Compressco, Inc.

Name: Brady M. Murphy
President, Compressco, Inc.
(see above)

Name: Jacek M. Mucha
Treasurer, Compressco, Inc.
(see above)

Directors of Compressco, Inc.

Name: Brady M. Murphy
Director, Compressco, Inc.
(see above)

Executive Officers of Compressco Field Services, L.L.C.

Name: Brady M. Murphy
President, Compressco Field Services, L.L.C.
(see above)

Name: Jacek M. Mucha
Treasurer, Compressco Field Services, L.L.C.
(see above)

Directors of Compressco Field Services, L.L.C.

Name: Brady M. Murphy
Director, Compressco Field Services, L.L.C.
(see above)

*Unless otherwise indicated, the Listed Person has sole power to vote or direct the vote and sole power to dispose or direct the disposition of the Common Units.

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JOINT FILING STATEMENT

We, the undersigned, hereby express our agreement that the attached Amendment No. 7 to Schedule 13D is, and any further amendments hereto shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

Dated: February 2, 2021

TETRA Technologies, Inc.

 

 

By:/s/ Brady M. Murphy

Name:Brady M. Murphy

Title:President and Chief Executive Officer

 

 

TETRA International Incorporated

 

 

By:/s/ Brady M. Murphy

Name:Brady M. Murphy

Title:President

 

 

Compressco, Inc.

 

 

By:/s/ Brady M. Murphy

Name:Brady M. Murphy

Title:President

 

 

Compressco Field Services, L.L.C.

 

By:Compressco, Inc.,

its sole member

 

 

By:/s/ Brady M. Murphy

Name:Brady M. Murphy

Title:President

 

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