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COMPRESSCO PARTNERS, L.P. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Change in Directors or Principal Officers, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

August 4, 2014

Item 1.01 Entry into a Material Definitive Agreement.

Purchase Agreement

On July 29, 2014, Compressco Partners, L.P., a Delaware limited partnership (the "Partnership"), Compressco Finance Inc., a Delaware corporation and indirect wholly owned subsidiary of the Partnership ("Compressco Finance" and, together with the Partnership, the "Issuers"), and the guarantors named therein (the "Guarantors" and, together with the Issuers, the "Obligors"), entered into the Purchase Agreement (the "Purchase Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated on behalf of the initial purchasers named therein (collectively, the "Initial Purchasers") related to the issuance and sale by the Issuers to the Initial Purchasers of $350 million aggregate principal amount of the Issuers' 7.25% Senior Notes due 2022 (the "Notes") in a private offering (the "Offering") exempt from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act").

The Issuers closed the Offering on August 4, 2014. Their obligations under the Notes are jointly and severally, and fully and unconditionally, guaranteed on a senior unsecured basis initially by each of the Partnership's domestic restricted subsidiaries (other than Compressco Finance) that guarantee the Partnership's other indebtedness. The Notes and the subsidiary guarantees thereof (together, the "Securities") were issued pursuant to an indenture described below under "Indenture."

The Initial Purchasers intend to resell the Securities (i) to "qualified institutional buyers," as defined in Rule 144A under the Securities Act ("Rule 144A"), in private sales exempt from registration under the Securities Act in accordance with Rule 144A, and (ii) to investors other than U.S. persons, pursuant to offers and sales that occur outside the United States in accordance with Regulation S under the Securities Act. The offer and sale of the Securities have not been registered under the Securities Act or applicable state securities laws, and the Securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

The Purchase Agreement contains customary representations and warranties of the parties thereto and indemnification and contribution provisions under which the Obligors, on one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. In addition, pursuant to the Purchase Agreement, upon closing of the Offering, the Obligors entered into the Registration Rights Agreement (defined below) pursuant to which they agreed to conduct a registered exchange offer to exchange the Securities for similar securities that are free of transfer restrictions under the Securities Act, or otherwise register the resale of the Securities under the Securities Act. The Registration Rights Agreement is further described below under "Registration Rights Agreement."

The Partnership used the net proceeds of the Offering of approximately $334.8 million (after deducting estimated fees and offering expenses) to fund a portion of the $825.0 million cash purchase price for the acquisition (the "CSI Acquisition") of all of the issued and outstanding capital stock of Compressor Systems, Inc., a Delaware corporation ("CSI"), to pay certain acquisition expenses and to repay a portion of outstanding borrowings under the Partnership's existing credit facility.

Pursuant to the Purchase Agreement, CSI and any domestic subsidiaries of CSI . . .

Item 1.02 Termination of a Material Definitive Agreement.

On August 4, 2014, in connection with its entry into the New Credit Agreement, the Partnership repaid all outstanding borrowings and obligations under its existing credit facility, and terminated this credit facility.

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously disclosed in Item 1.01 of the Partnership's Current Report on Form 8-K filed on July 21, 2014, Compressco Sub entered into a Stock Purchase Agreement with Warren Equipment Company, a Delaware corporation, on July 20, 2014, for the CSI Acquisition. On August 4, 2014, Compressco Sub completed the CSI Acquisition and, as of the closing of the CSI Acquisition, CSI and its subsidiaries became indirect wholly owned subsidiaries of the Partnership.

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant

Issuance of Notes

The information set forth under the headings "Purchase Agreement," "Indenture" and "Registration Rights Agreement" in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03 hereof.

Credit Agreement

The information set forth under the heading "New Credit Agreement" in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03 hereof.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;

Appointment of Principal Officers

(b) As previously disclosed in the Current Report on Form 8-K filed on July 21, 2014, effective as of the closing date of the CSI Acquisition (which as set forth in Item 2.01 of this Current Report on Form 8-K took place August 4, 2014), the General Partner appointed Timothy A. Knox as the General Partner's President, and upon such appointment, Ronald J. Foster resigned as President and was appointed as Senior Vice President and Chief Marketing Officer of the General Partner.

Item 7.01 Regulation FD Disclosure

On August 4, 2014, the Partnership issued a press release announcing the closing of the CSI Acquisition, as disclosed in Item 2.01 hereof. A copy of this press release is furnished as Exhibit 99.1 and incorporated herein by reference.

Item 8.01 Other Events

On July 29, 2014, the Partnership issued a press release pricing the Offering, as disclosed in Item 1.01 hereof. A copy of this press release is furnished as Exhibit 99.2 and incorporated herein by reference. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, the Securities.

The information in this Current Report on Form 8-K contains forward-looking statements. These forward-looking statements are based on certain assumptions and analyses made by the Partnership in light of its experience and its perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of risks and uncertainties, many of which are beyond the control of the Partnership. Investors are cautioned that any such statements are not guarantees of future performances or results and that actual results or developments may differ materially from those projected in the forward-looking statements. Some of the factors that could affect actual results are described in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2013, as well as other risks identified from time to time in its reports on Form 10-Q and Form 8-K filed with the SEC. The Partnership undertakes no obligation to update or revise any forward-looking statement to reflect new information or events. In addition to the risks and uncertainties set forth in the Partnership's filings with the SEC, the forward-looking statements set forth herein could be affected by, among other things, (i) problems arising during the integration of CSI into the Partnership's business and (ii) the inability to achieve expected synergies or unexpected delays in achieving such synergies.

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Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The historical consolidated financial statements of CSI as of and for the years ended September 30, 2011, 2012 and 2013, and as of and for the six months ended March 31, 2014, were previously filed as Exhibit 99.6 to the Partnership's Form 8-K filed on July 21, 2014, and are incorporated herein by reference.

(b) Pro forma financial information.

The pro forma financial statements as of and for the three months ended March 31, 2014, and for the year ended December 31, 2013, giving effect to the CSI Acquisition, including financings of the purchase price thereof in connection with (i) the issuance and sale by the Partnership of 15,280,000 common units on July 30, 2014, (ii) the issuance and sale of the Securities on August 4, 2014 and (iii) estimated initial borrowings under the New Credit Agreement, are included in Exhibit 99.3 of this Form 8-K and incorporated herein by reference.

(d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as of August 4, 2014, by and among Compressco Partners, L.P., Compressco Finance Inc., the Guarantors party thereto and U.S. Bank National Association, as Trustee. 4.2 Registration Rights Agreement, dated as of August 4, 2014, by and among Compressco Partners, L.P., Compressco Finance Inc., the Guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the Initial Purchasers named therein. 10.1 Purchase Agreement, dated as of July 29, 2014, by and among Compressco Partners, L.P., Compressco Finance Inc., the Guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representative of the Initial Purchasers named therein. 10.2 Purchase Agreement Joinder, dated as of August 4, 2014, by and among the Guarantors party thereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representative of the Initial Purchasers named therein. 10.3 Credit Agreement, dated as of August 4, 2014, by and among Compressco Partners, L.P., Compressco Partners Sub, Inc., the lenders from time to time party thereto, Bank of America, N.A., in its capacity as administrative agent for the lenders and collateral agent, and the other parties thereto. 99.1 Press Release dated August 4, 2014, announcing the closing of the CSI Acquisition. 99.2 Press Release dated July 29, 2014, announcing the pricing of the Offering. 99.3 Pro forma financial statements. 7



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Source: Edgar Glimpses


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