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TETRA TECHNOLOGIES INC 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, Regulation FD Disclosure, Financial Statements and Exhibits

August 5, 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") and a consolidated subsidiary of TETRA Technologies, Inc. ("TETRA"), 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"). TETRA is not a party to the Purchase Agreement and is not an Obligor with respect to the Notes.

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 required to guarantee the Notes pursuant to the indenture governing the Notes were joined as parties to the Purchase Agreement pursuant to a purchase agreement joinder, dated August 4, 2014 (the "Joinder Agreement").

The description set forth above is qualified in its entirety by reference to the Purchase Agreement and the Joinder Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, hereto and are incorporated herein by reference.

Indenture

The Obligors issued the Securities pursuant to the Indenture dated as of August 4, 2014 (the "Indenture") by and among the Obligors and U.S. Bank National Association, as trustee (the "Trustee"). The Notes accrue interest at a rate of 7.25% per annum. Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning February 15, 2015. The Notes are scheduled to mature on August 15, 2022.

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. . .

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 7.01 Regulation FD Disclosure.

On August 4, 2014, TETRA 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.

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Item 9.01 Financial Statements and Exhibits.

(a)-(b) Financial statements of businesses acquired; Pro forma financial information.

Pursuant to Item 9.01(a)(4) and Item 9.01(b)(2) of Form 8-K, TETRA will amend this filing not later than 71 calendar days after August 8, 2014, to file the financial statements required by Rule 3-05(b) of Regulation S-X and Article 11 of Regulation S-X.

(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. 7



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Source: Edgar Glimpses


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