|CUSIP No. 27032D304
||Page 4 of 10 pages
Security and Issuer.
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
Identity and Background.
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
The directors and the executive officers of Spartan GP (the
“Related Persons”) are set forth in Schedule I hereto, including
each Related Person’s 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.
Source and Amount of Funds or Other
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.