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CUSIP No. 27032D304
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13D
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Page 4 of 10 pages
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Item 1.
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Security and Issuer.
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This statement on Schedule 13D (the Schedule 13D) relates to the Common Units Representing Limited Partnership Interests (the
Common Units), of CSI Compressco LP, a Delaware limited partnership (the Issuer), whose principal executive office is located at 24955 Interstate 45 North, The Woodlands, Texas 77380.
Item 2.
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Identity and Background.
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The Schedule 13D is being filed by the following entities (each a Reporting Person and collectively, the Reporting
Persons):
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, 9595 Six Pines Drive, Suite 4000, 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 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 3.
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Source and Amount of Funds or Other Consideration.
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On January 29, 2021, pursuant to a purchase and sale agreement, dated as of January 29, 2021 (the Purchase Agreement), by
and among the Issuer, TETRA Technologies, Inc. (TETRA), Spartan Holdco, and, solely for the limited purposes set forth therein, Spartan LP, TETRA sold to Spartan Holdco 10,952,478 Common Units and all of the outstanding membership
interests in CSI Compressco GP LLC (CSI GP), the general partner of the Issuer (the Purchase). The consideration for the Purchase was approximately $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.