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): June 20, 2014


Compressco Partners, L.P.
(Exact name of registrant as specified in its charter)


Delaware
1-35195
94-3450907
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
Identification No.)
 
 
 
101 Park Avenue, Suite 1200
Oklahoma City, Oklahoma 73102
(Address of Principal Executive Offices and Zip Code)
 
 
 
Registrant’s telephone number, including area code:  (405) 677-0221


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 (see General Instruction A.2. below):

[ ] 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))





Item 1.01 Entry into a Material Definitive Agreement.

On June 20, 2014, Compressco Partners, L.P. (the “Partnership”), Compressco Partners GP Inc. (the “General Partner”) and TETRA Technologies, Inc. (“TETRA”) entered into a First Amendment to Omnibus Agreement (the “First Amendment”). The First Amendment amended the Omnibus Agreement previously entered into by the Partnership, General Partner and TETRA on June 20, 2011 (the “Omnibus Agreement”) to extend the term thereof. The Omnibus Agreement originally provided that it would terminate upon the earlier of (i) a change of control of the General Partner or TETRA, or (ii) the third anniversary thereof, or June 20, 2014. The First Amendment provides that the Omnibus Agreement will continue and terminate on the earlier of (i) a change of control of the General Partner or TETRA, or (ii) upon any party providing at least 180 days’ prior written notice of termination.

The foregoing description of the First Amendment is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Each of the Partnership and the General Partner is either a direct or indirect subsidiary of TETRA. As a result, certain individuals, including officers and directors of TETRA and the General Partner, serve as officers and/or directors of one or more of such entities. In addition, TETRA (as of the date of this Current Report on Form 8-K) owns an indirect 81.6% limited partner interest in the Partnership through one or more subsidiaries and a 2% general partner interest and incentive distribution rights in the Partnership through TETRA’s indirect ownership of the General Partner.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number
 
Description
10.1
 
First Amendment to Omnibus Agreement, dated June 20, 2014, by and among TETRA Technologies, Inc., Compressco Partners, L.P., and Compressco Partners GP Inc.

 

1



SIGNATURES
    
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 hereunto duly authorized.


 
Compressco Partners, L.P.
By:
Compressco Partners GP Inc.,
  its general partner
By:
/s/Ronald J. Foster
 
Ronald J. Foster
 
President
Date: June 26, 2014
 


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EXHIBIT INDEX

Exhibit Number
 
Description
10.1
 
First Amendment to Omnibus Agreement, dated June 20, 2014, by and among TETRA Technologies, Inc., Compressco Partners, L.P., and Compressco Partners GP Inc.




3


EXHIBIT 10.1

FIRST AMENDMENT TO OMNIBUS AGREEMENT

This FIRST AMENDMENT TO OMNIBUS AGREEMENT (this “ Amendment ”), dated as of June 20, 2014, is entered into by and among TETRA Technologies, Inc., a Delaware corporation (“ TETRA ”), Compressco Partners GP Inc., a Delaware corporation (the “ General Partner ”), and Compressco Partners, L.P., a Delaware limited partnership (the “Partnership”).

A.
The parties have previously entered into that certain Omnibus Agreement, dated as of June 20, 2011 (the “ Omnibus Agreement ”). Terms used herein without definition shall have the meanings ascribed to them in the Omnibus Agreement.

B.
The initial term of the Omnibus Agreement will expire on June 20, 2014.

C.
The parties hereto wish to extend the term of the Omnibus Agreement to continue on an evergreen basis until terminated by any party by giving at least 180 days’ prior written notice to the other parties.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Section 5.4 of the Omnibus Agreement is hereby deleted in its entirety and replaced with the following:

“5.4 Termination. This Agreement, other than the provisions set forth in Articles IV and V hereof, shall continue and terminate upon the earlier to occur of (i) a Change of Control of the General Partner or TETRA or (ii) any party providing at least 180 days’ prior written notice of termination to each of the other parties hereto.”
2. Except as amended in this Amendment, all terms of the Omnibus Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their duly authorized officers as of the day and year first above written.
TETRA TECHNOLOGIES, INC.

By: /s/ Elijio V. Serrano
Name: Elijio V. Serrano
Title: Sr. V.P. and CFO
COMPRESSCO PARTNERS GP INC.

By: /s/ James P. Rounsavall
Name: James P. Rounsavall
 Title: CFO

COMPRESSCO PARTNERS, L.P.
By:Compressco Partners GP Inc.,
its general partner

By: /s/ James P. Rounsavall
Name: James P. Rounsavall
Title: CFO