THE WOODLANDS, Texas,
June 2, 2020 /PRNewswire/ -- CSI
Compressco LP ("CSI Compressco" or the "Partnership") (NASDAQ:
CCLP) and the Partnership's wholly owned subsidiary, CSI Compressco
Finance Inc. ("Finance Corp" and, together with the Partnership,
the "Issuers") today announced that, in connection with their
previously announced Exchange Offer for the Issuers' 7.250% Senior
Unsecured Notes due 2022 (the "Unsecured Notes"), at least 57.9% of
the Unsecured Notes are expected to be accepted for exchange.
As previously announced, Eligible Holders must tender their
Unsecured Notes by 11:59 P.M.,
New York City time, on
June 10, 2020 to be eligible to
receive the Total Consideration of $900 principal amount of New First Lien Notes or,
as applicable and subject to proration as described in the Offering
Memorandum, $975 principal amount of
New Second Lien Notes per $1,000
principal amount of Unsecured Notes. Other than as described in
this announcement, the terms and conditions of the Exchange Offer
remain as set forth in the Offering Memorandum.
All capitalized terms used herein have the meaning defined in
the Confidential Offering Memorandum and Consent Solicitation
Statement dated April 17, 2020 (as
amended to the date hereof, the "Offering Memorandum").
The Issuers have entered into a support agreement (the "Support
Agreement") with certain Eligible Holders (the "Supporting
Holders") representing approximately $147.4
million aggregate principal amount of Unsecured Notes, or
49.8%, pursuant to which the Supporting Holders have agreed to
tender all of the Unsecured Notes held by them in the Exchange
Offer and not withdraw such Unsecured Notes, subject to certain
conditions.
Based on the Unsecured Notes tendered to date and the Supporting
Holders' commitment to tender their Unsecured Notes, approximately
57.9% of the Unsecured Notes would be tendered and accepted for
exchange, comprising sufficient consents to eliminate substantially
all restrictive covenants and certain of the default provisions in
the indenture governing the Unsecured Notes and resulting in the
issuance of $50.0 million of New
First Lien Notes and approximately $113.0
million of New Second Lien Notes in the Exchange Offer.
Important Information about the Exchange Offer
Documents relating to the Exchange Offer will only be
distributed to holders of Unsecured Notes who complete and return
an eligibility form confirming that they are either a "qualified
institutional buyer" under Rule 144A under the Securities Act of
1933, as amended (the "Securities Act") or not a "U.S. person"
under Regulation S under the Securities Act (such holders,
"Eligible Holders"). Noteholders who desire to complete an
eligibility form should either visit the website for this purpose
at https://gbsc-usa.com/eligibility/compressco/ or request
instructions by sending an e-mail to contact@gbsc-usa.com or
calling Global Bondholder Services Corporation the information
agent for the Exchange Offer, at (866) 794-2200.
The New Notes will not be registered under the Securities Act,
or any other applicable securities laws and, unless so registered,
the New Notes may not be offered, sold, pledged or otherwise
transferred within the United
States or to or for the account of any U.S. person, except
pursuant to an exemption from the registration requirements
thereof. Accordingly, the New Notes are being offered and issued
only (i) to persons reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A under the Securities
Act) and (ii) to non-"U.S. persons" who are outside the United States (as defined in Regulation S
under the Securities Act).
The complete terms and conditions of the Exchange Offer are set
forth in the informational documents relating to the Exchange
Offer. This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
the New Notes. The Exchange Offer is only being made pursuant to
the Offering Memorandum and the related letter of transmittal. The
Exchange Offer is not being made to holders of Unsecured Notes in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
Certain information included in this press release contains
statements that are forward-looking. The words "believe," "may,"
"will," "aim," "estimate," "continue," "anticipate," "intend,"
"plan," "expect," "should" and similar expressions are intended to
identify forward-looking statements. We have based these
forward-looking statements largely on our current expectations and
projections about future events and financial trends that we
believe may affect our financial condition, results of operations,
business strategy, short term and long-term business operations and
objectives, and financial needs. Factors that could cause such
differences in future results include, but are not limited to, the
risks described in the Offering Memorandum related to the Exchange
Offer.
About CSI Compressco LP
CSI Compressco is a provider of compression services and
equipment for natural gas and oil production, gathering, artificial
lift, transmission, processing, and storage. CSI Compressco's
compression and related services business includes a fleet of more
than 5,200 compressor packages providing approximately 1.19 million
in aggregate horsepower, utilizing a full spectrum of low-, medium-
and high-horsepower engines. CSI Compressco also provides well
monitoring and automated sand separation services in conjunction
with compression and related services in certain Latin American
markets. CSI Compressco's aftermarket business provides compressor
package reconfiguration and maintenance services, as well as the
sale of compressor package parts and components manufactured by
third-party suppliers. CSI Compressco's customers comprise a broad
base of natural gas and oil exploration and production, midstream,
transmission, and storage companies operating throughout many of
the onshore producing regions of the
United States, as well as in a number of foreign countries,
including Mexico, Canada and Argentina. CSI Compressco is managed by CSI
Compressco GP Inc., which is an indirect, wholly owned subsidiary
of TETRA Technologies, Inc. (NYSE: TTI).
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SOURCE CSI Compressco LP