CSI Compressco LP (NASDAQ:CCLP) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02.
Unregistered Sales of Equity Securities
As previously reported in Current Reports on Form 8-K filed on August 8, 2016 and September 21, 2016 by CSI Compressco LP, a Delaware limited partnership (the “Partnership”), the Partnership issued SeriesA Convertible Preferred Units representing limited partner interests in the Partnership (the “Preferred Units”) to certain purchasers thereof (the “Preferred Unitholders”).
to the terms of the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”), ratable portions of the Preferred Units have been and will continue to be converted each month over a period of thirty months that began in March 2017 (each, a “Conversion Date”), subject to certain provisions of the Partnership Agreement that may delay or accelerate all or a portion of such monthly conversions. On each Conversion Date, a portion of the Preferred Units will be (i) converted into common units representing limited partner interests in the Partnership (“Common Units”) in an amount equal to, with respect to each Preferred Unitholder who receives Common Units, the number of Preferred Units held by such Preferred Unitholder divided by the number of Conversion Dates remaining, subject to adjustment as described in the Partnership Agreement, with the conversion price determined by the trading price of the Common Units over the month prior to such Conversion Date among other factors and as otherwise impacted by the existence of certain conditions related to the common units or (ii) redeemed with cash paid to each Preferred Unitholder who receives cash in an amount determined as set forth in the Partnership Agreement. On January 8, 2019, the Partnership issued 1,112,939 Common Units to certain Preferred Unitholders as a result of the January monthly conversion of Preferred Units.
The issuance of Common Units described in this Current Report on Form 8-K by the Partnership to the Preferred Unitholders was undertaken in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, to Section4(a)(2) thereof.
|
Item 7.01. |
Regulation FD Disclosure |
As previously reported in a Current Report on Form 8-K filed on December 21, 2018 and as noted in a press release issued on December 20, 2018, the Partnership announced a reduction in its quarterly common unit distribution with the intention of using the cash from the reduced distribution to redeem the outstanding Preferred Units with cash. This action is targeted to begin with the February 8, 2019 monthly conversion. The Partnership previously provided notice on November 30, 3018 to the Preferred Unitholders of its intentions to convert the Preferred Units subject to the January 8, 2019 monthly conversion into common units. Subsequent to that notice, certain of the Preferred Unitholders agreed to instead receive cash for the January 8, 2019 monthly conversion. The issuances of common units disclosed in this Form 8-K were to convert the Preferred Units in January held by the Preferred Unitholders that elected to receive common units in the January monthly conversion. As disclosed in the December 20 press release, the Partnership intends to redeem all of the remaining Preferred Units with cash starting with the February monthly conversion.
About CSI Compressco LP (NASDAQ:CCLP)
CSI Compressco LP, formerly Compressco Partners, L.P., is a provider of compression services and equipment for natural gas and oil production, gathering, transportation, processing and storage. The Company sells custom-designed compressor packages and oilfield fluid pump systems, and provides aftermarket services and compressor package parts and components manufactured by third-party suppliers. It provides these compression services and equipment to a base of natural gas and oil exploration and production, midstream and transmission 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. It is a service provider of natural gas compression services in the United States, utilizing its fleet of compressor packages that employs a spectrum of low-, medium- and high-horsepower engines.
