UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 24, 2018
CSI Compressco LP
(Exact name of registrant as specified in its charter)
| Delaware | 1-35195 | 94-3450907 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
24955 Interstate 45 North
The Woodlands, Texas 77380
(Address of principal executive office) (Zip Code)
(281) 364-2244
(Registrants’ telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 |
Amendment to Articles of Incorporation or Bylaws |
On December 24, 2018, CSI Compressco GP Inc. (the “General Partner”), acting in its capacity as the general partner of CSI Compressco LP (the “Partnership”) and on behalf of the limited partners of the Partnership, entered into Amendment No. 2 (the “LPA Amendment”) to the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”). The LPA Amendment, which is effective as of December 24, 2018, amends Section 5.12(b)(iv)(B) to provide that on or after March 1, 2019, if (i) the closing bid price of the Partnership’s common units is less than $3.00 for five (5) consecutive trading days and (ii) the Partnership has elected to convert the Series A Preferred Units into common units to settle a monthly conversion at that time, the Partnership will be required to complete a reverse stock split of its common units to increase the price of such common units to at least $10.00 per unit, as described in the LPA Amendment.
The foregoing description of the LPA Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the LPA Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits |
| (d) |
Exhibits |
|
Exhibit Number |
Description |
|
|
3.1 |
Amendment No. 2 to the Second Amended and Restated Agreement of Limited Partnership of CSI Compressco LP, dated December 24, 2018. | |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CSI Compressco LP | ||||||
| By: | CSI Compressco GP Inc., | |||||
| its general partner | ||||||
| Dated: December 26, 2018 | By: | /s/ Bass C. Wallace, Jr. | ||||
| Bass C. Wallace, Jr. | ||||||
| General Counsel | ||||||
3
Exhibit 3.1
AMENDMENT NO. 2 TO THE
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
CSI COMPRESSCO LP
December 24, 2018
This Amendment No. 2 (this “ Amendment ”) to the Second Amended and Restated Agreement of Limited Partnership of CSI Compressco LP, a Delaware limited partnership (the “ Partnership ”), dated as of August 8, 2016, as amended by Amendment No. 1 thereto dated as of November 5, 2018 (as amended, the “ Partnership Agreement ”), is entered into effective as of December 24, 2018, by CSI Compressco GP Inc., a Delaware corporation (the “ General Partner ”), as the general partner of the Partnership. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.
RECITALS
WHEREAS , the General Partner desires to amend certain provisions in Section 5.12(b)(iv)(B) of the Partnership Agreement;
WHEREAS , Section 13.1(d)(i) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect; provided , however , that any amendment that would change, modify or amend, whether or not such change, modification or amendment would have a material adverse effect on, the rights or preferences of the Series A Preferred Units must be approved by the affirmative vote or prior written consent of the Series A Required Holders as contemplated by Section 13.3(f) of the Partnership Agreement;
WHEREAS , Section 5.12(b)(ii)(B) of the Partnership Agreement provides that the affirmative vote or prior written consent of the Record Holders of the Series A Required Voting Percentage shall be required for any amendment to the Partnership Agreement that is adverse to any of the rights, preferences and privileges of the Series A Preferred Units; and
WHEREAS , acting pursuant to the power and authority granted to it under Section 13.1(d)(i) of the Partnership Agreement, the General Partner has determined that this Amendment does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect other than the Series A Preferred Unitholders and the Record Holders of the Series A Required Voting Percentage have consented in writing to the adoption of this Amendment in accordance with Section 5.12(b)(ii)(B) of the Partnership Agreement.
NOW, THEREFORE , the General Partner hereby amends the Partnership Agreement as follows:
Section 1. Amendment . Section 5.12(b)(iv)(B) of the Partnership Agreement is hereby amended and restated in its entirety as follows:
(B) Conversion Floor Price . At any time following March 1, 2019, in the event that (i) the closing bid price of the Common Units is less than $3.00 for five (5) consecutive Trading Days (a “ Below $3.00 Trading Period ”), (ii) the Partnership has elected to convert any Monthly Conversion Amount into Common Units pursuant to a Monthly Conversion and (iii) such Below $3.00 Trading Period occurs during the period of time between the date notice of such Monthly Conversion was given and the date such Monthly Conversion is completed, the Partnership shall promptly, but in any event within five (5) Trading Days, approve and undertake a reverse stock split of the Common Units at a ratio no less than would result in the lowest closing bid price of the Common Units during the thirty (30) Trading Days immediately prior to giving effect to such reverse stock split, to equal at least $10.00 immediately after giving effect to such reverse stock split.
Section 2. Ratification of Partnership Agreement . Except as expressly amended hereby, the Partnership Agreement is hereby ratified and confirmed, and shall continue in full force and effect.
Section 3. Governing Law . This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, with all rights and remedies being governed by such laws without regard to the principles of conflicts of law.
[Signature Page Follows]
IN WITNESS WHEREOF, the General Partner has executed and delivered this Amendment in accordance with Article XIII of the Partnership Agreement, and as of the date first above written.
| GENERAL PARTNER: | ||
| CSI Compressco GP Inc. | ||
| By: | /s/ Bass C. Wallace, Jr. | |
| Name: | Bass C. Wallace, Jr. | |
| Title: | General Counsel | |
SIGNATURE PAGE
AMENDMENT NO. 2 TO
SECOND AMENDMENT AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
CSI COMPRESSCO LP