AMENDMENT NO. 2 TO
STATEMENT ON SCHEDULE 13D
This Amendment No. 2 to Schedule 13D (the Amendment) is being filed by Spartan Energy Holdco LLC (Spartan
Holdco), Spartan Energy Partners LP (Spartan LP) and Spartan Energy Partners GP LLC (Spartan GP) to amend and supplement the Schedule 13D that was filed on February 8, 2021 (the Original Schedule 13D),
as amended and supplemented by Amendment No. 1 to Schedule 13D filed on November 18, 2021 and this Amendment (the Original Schedule 13D as so amended, the Schedule 13D). Capitalized terms used in this Amendment and not defined
herein have the respective meanings ascribed to such terms in the Original Schedule 13D.
Item 2. |
Identity and Background. |
Item 2 of the Schedule 13D is hereby amended and restated as follows:
This Amendment is being filed by the following entities (each a Reporting Person and collectively, the Reporting
Persons):
CSI Compressco Investment LLC (CSI Investment)
CSI Compressco GP LLC (Compressco GP)
Spartan Energy Holdco LLC (Spartan Holdco)
Spartan Energy Partners LP (Spartan LP)
Spartan Energy Partners GP LLC (Spartan GP)
Each of the Reporting Persons is organized under the laws of the state of Delaware. The principal business address of each of the Reporting
Persons is c/o Spartan Energy Partners LP, 1735 Hughes Landing Blvd., Suite 200, The Woodlands, TX 77380. The Reporting Persons are principally engaged in the business of providing oil and gas services.
The directors and the executive officers of Compressco GP and Spartan GP (the Related Persons) are set forth in Schedule I hereto,
including each Related Persons present principal occupation, which is incorporated herein by reference.
During the last five years,
none of the Reporting Persons nor any Related Person (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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.
Item 4. |
Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby further amended and supplemented by adding the following:
On December 19, 2023, the Issuer, Compressco GP, Kodiak Gas Services, Inc., a Delaware corporation (Kodiak), Kodiak Gas
Services, LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of Kodiak (Kodiak Services), Kick Stock Merger Sub LLC, a Delaware limited liability company and indirect, wholly owned subsidiary of Kodiak
(Stock Merger Sub), Kick GP Merger Sub LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Kodiak Services (GP Merger Sub), and Kick LP Merger Sub, LLC, a Delaware limited liability company and
direct, wholly owned subsidiary of Kodiak Services (Unit Merger Sub), entered into an Agreement and Plan of Merger (the Merger Agreement).
Upon the terms and subject to the conditions of the Merger Agreement, Stock Merger Sub will merge with and into the Issuer (the Initial
LP Merger and the effective time of such merger, the Initial Effective Time), with the Issuer surviving the Initial LP Merger (the Initial LP Surviving Entity). Following the Initial LP Merger, (a) GP Merger Sub
will merge with and into Compressco GP (the GP Merger), with Compressco GP surviving the GP Merger as a direct, wholly-owned subsidiary of Kodiak Services and (b) Unit Merger Sub will merge with and into the Initial LP Surviving
Entity (the Subsequent LP Merger and, together with the Initial LP Merger, the LP
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