THE WOODLANDS, Texas,
May 28, 2020 /PRNewswire/ -- CSI
Compressco LP ("CSI Compressco" or the "Partnership") (NASDAQ:
CCLP) and the Partnership's wholly owned subsidiary, CSI Compressco
Finance Inc. ("Finance Corp" and, together with the Partnership,
the "Issuers") today announced an amendment (as so amended, the
"Amended Offer") to their previously announced offer to exchange
(the "Exchange Offer") any and all of their outstanding 7.250%
Senior Unsecured Notes due 2022 (CUSIP No. 20467BAB5) (the
"Unsecured Notes") for newly issued 7.500% Senior Secured First
Lien Notes due 2025 (the "New First Lien Notes") and 7.250% Senior
Secured Second Lien Notes due 2027 (the "New Second Lien Notes"
and, together with the New First Lien Notes, the "New Notes"), upon
the terms and conditions set forth in the Confidential Offering
Memorandum and Consent Solicitation Statement dated April 17, 2020, as amended by Supplement No. 1,
dated May 1, 2020, Supplement No. 2,
dated May 15, 2020, Supplement No. 3,
dated May 18, 2020, Supplement No. 4,
dated May 20, 2020, Supplement No. 5,
dated May 21, 2020, Supplement No. 6,
dated May 22, 2020, Supplement No. 7,
dated May 26, 2020, and Supplement
No. 8, dated May 28, 2020 (the
"Offering Memorandum").
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Certain terms and timing of the Exchange Offer have changed,
including the Total Consideration set forth in the table below and
certain terms of the New Second Lien Notes, including their
maturity date and interest rate per annum. Eligible Holders (as
defined below) who validly tender their Unsecured Notes in the
Amended Offer prior to the Expiration Time (as defined below) will
now receive the Total Consideration set forth in the table
below.
CUSIP
Number
|
Principal Amount of
Unsecured Notes Outstanding
|
Principal Amount of
New First Lien Notes per $1,000 Principal Amount of Unsecured Notes
Tendered
|
Principal Amount of
New Second Lien Notes per $1,000 Principal Amount of Unsecured
Notes Tendered
|
20467BAB5
|
$295,930,000
|
$900
|
$975
|
Accordingly, Eligible Holders that validly tender their
Unsecured Notes prior to the new Expiration Time will be eligible
to receive the Total Consideration described above, which means for
each $1,000 principal amount of
Unsecured Notes properly tendered prior to the Expiration Time,
Eligible Holders will be eligible to receive $900 principal amount of New First Lien Notes or,
as applicable and subject to proration as described in the Offering
Memorandum, $975 principal amount of
New Second Lien Notes.
The amendment to the Exchange Offer also provides for the
following changes with respect to the New Second Lien Notes:
(i)
|
At the Issuers'
option, an additional 2.750% of interest per annum payable in cash,
or an additional 3.500% of interest per annum payable in
kind;
|
|
|
(ii)
|
A change in the
maturity date to April 1, 2026 from June 1, 2027; and
|
|
|
(iii)
|
certain other
amendments described in Supplement No. 8 to the Offering
Memorandum.
|
Eligible Holders must tender their Unsecured Notes by
11:59 P.M., New York City time, on June 10, 2020 (the "Expiration Time"), unless
extended or earlier terminated by the Issuers, to be eligible to
receive the Total Consideration set forth above. While the
Expiration Time has been extended, the deadline for holders to
validly withdraw their tendered Unsecured Notes and revoke consents
(the "Withdrawal Deadline") has not been extended. Accordingly,
Unsecured Notes previously tendered and Unsecured Notes tendered
prior to the Expiration Time, as amended, may not be withdrawn. As
of 8:00 A.M., New York City time, on May 27, 2020, approximately $24.1 million of Unsecured Notes, representing
8.1% of the outstanding Unsecured Notes, had been tendered in the
Exchange Offer.
Eligible Holders of Unsecured Notes accepted for exchange will
also receive a cash payment equal to the accrued and unpaid
interest in respect of such Unsecured Notes from the most recent
interest payment date to, but not including, the date the Amended
Offer is settled (the "Settlement Date"). The Settlement Date of
the Amended Offer will be promptly after the Expiration Time.
Settlement of the Amended Offer is subject to the satisfaction or
waiver of certain conditions set forth in the Offering Memorandum,
including the completion of an amendment to the Partnership's loan
and security agreement governing its credit facility.
The Issuers previously executed confidentiality agreements with
certain Eligible Holders and entered into discussions with such
Eligible Holders regarding the terms of the Exchange Offer. The
changes to the terms of the Exchange Offer set forth in this
announcement are reflective of negotiations over the past weeks
with those Eligible Holders. Following this announcement, such
Eligible Holders are no longer subject to confidentiality
agreements.
Important Information about the Amended Offer
Documents relating to the Amended Offer will only be distributed
to holders of Unsecured Notes who complete and return an
eligibility form confirming that they are either a "qualified
institutional buyer" under Rule 144A under the Securities Act of
1933, as amended (the "Securities Act") or not a "U.S. person"
under Regulation S under the Securities Act (such holders,
"Eligible Holders"). Noteholders who desire to complete an
eligibility form should either visit the website for this purpose
at https://gbsc-usa.com/eligibility/compressco/ or request
instructions by sending an e-mail to contact@gbsc-usa.com or
calling Global Bondholder Services Corporation the information
agent for the Amended Offer, at (866) 794-2200.
The New Notes will not be registered under the Securities Act,
or any other applicable securities laws and, unless so registered,
the New Notes may not be offered, sold, pledged or otherwise
transferred within the United
States or to or for the account of any U.S. person, except
pursuant to an exemption from the registration requirements
thereof. Accordingly, the New Notes are being offered and issued
only (i) to persons reasonably believed to be "qualified
institutional buyers" (as defined in Rule 144A under the Securities
Act) and (ii) to non-"U.S. persons" who are outside the United States (as defined in Regulation S
under the Securities Act).
The complete terms and conditions of the Amended Offer are set
forth in the informational documents relating to the Amended Offer.
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
the New Notes. The Amended Offer is only being made pursuant to the
Offering Memorandum and the related letter of transmittal. The
Amended Offer is not being made to holders of Unsecured Notes in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
Certain information included in this press release contains
statements that are forward-looking. The words "believe," "may,"
"will," "aim," "estimate," "continue," "anticipate," "intend,"
"plan," "expect," "should" and similar expressions are intended to
identify forward-looking statements. We have based these
forward-looking statements largely on our current expectations and
projections about future events and financial trends that we
believe may affect our financial condition, results of operations,
business strategy, short term and long-term business operations and
objectives, and financial needs. Factors that could cause such
differences in future results include, but are not limited to, the
risks described in the Offering Memorandum related to the Amended
Offer.
About CSI Compressco LP
CSI Compressco is a provider of compression services and
equipment for natural gas and oil production, gathering, artificial
lift, transmission, processing, and storage. CSI Compressco's
compression and related services business includes a fleet of more
than 5,200 compressor packages providing approximately 1.19 million
in aggregate horsepower, utilizing a full spectrum of low-, medium-
and high-horsepower engines. CSI Compressco also provides well
monitoring and automated sand separation services in conjunction
with compression and related services in certain Latin American
markets. CSI Compressco also designs and sells standard compressor
packages and engineered, custom-designed compressor packages.
CSI Compressco's aftermarket business provides compressor package
reconfiguration and maintenance services, as well as the sale of
compressor package parts and components manufactured by third-party
suppliers. CSI Compressco's customers comprise a broad base of
natural gas and oil exploration and production, midstream,
transmission, and storage 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. CSI Compressco is managed by CSI
Compressco GP Inc., which is an indirect, wholly owned subsidiary
of TETRA Technologies, Inc. (NYSE: TTI).
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SOURCE CSI Compressco LP