| Item 1.01 | Entry into a Material Definitive Agreement |
On October 19, 2022, Spartan Energy Services LLC (“Spartan” or the “Borrower”), a Delaware limited liability company and direct, wholly-owned subsidiary of Treating Holdco LLC (“Treating Holdco”), and Treating Holdco, a Delaware limited liability company and indirect, wholly-owned subsidiary of CSI Compressco LP (the “Partnership”), entered into that certain Second Amendment to Loan, Security and Guaranty Agreement (the “Second Amendment”) with the Lenders (as defined below) party thereto, and Bank of America, N.A., in its capacity as agent for the Lenders (in such capacity, “Administrative Agent”).
The Second Amendment amends and modifies that certain Loan, Security and Guaranty Agreement dated as of January 29, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) among the Borrower, the other loan parties party thereto from time to time, the financial institutions from time to time party thereto as lenders (the “Lenders”) and the Administrative Agent. The Second Amendment provided for changes and modification to the Loan Agreement as set forth therein, which include, among other things, the extension of the Termination Date (as defined in the Loan Agreement) from January 29, 2024 to October 17, 2025.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
To the extent required, the information regarding the Second Amendment set forth under Item 1.01 of this Current Report is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 20, 2022, Spartan Energy Holdco LLC (the “Sole Member”), the sole member of CSI Compressco GP LLC (the “General Partner”), the general partner of the Partnership, increased the size of the Board of Directors of the General Partner (the “Board”) from seven members to eight members and appointed Michael J. Tucker as a member of the Board. The Board has determined that Mr. Tucker is independent as defined in the listing standards of the Nasdaq Stock Market (the “Nasdaq”) and Section 10A of the Securities Exchange Act of 1934, as amended.
There are no arrangements, agreements or understandings between the Partnership and Mr. Tucker pursuant to which he was selected as a director. Mr. Tucker does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. He will receive compensation in accordance with the Partnership’s policies for compensating non-employee directors.
On October 20, 2022, the Board declared a cash distribution attributable to the quarter ended September 30, 2022 of $0.01 per outstanding common unit, which is equal to the previous quarterly distribution. The distribution will be paid on November 14, 2022 to the Partnership’s unitholders of record as of the close of business on October 31, 2022.
On October 21, 2021, the Partnership announced that it plans to publicly release its third quarter financial results on Thursday, November 3, 2022, and hold a conference call at 10:30 a.m. Eastern Time on that day to discuss the financial results.
A copy of the news release announcing the cash distribution is attached hereto as Exhibit 99.1
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit
Number | | Description |
| |
| 10.1 | | Second Amendment to Loan, Security and Guaranty Agreement, dated October 19, 2022, by and among Spartan Energy Services LLC, Treating Holdco LLC, Bank of America, N.A., as agent for the lenders, and the lenders party thereto. |
| |
| 99.1 | | News Release dated October 21, 2022 issued by CSI Compressco LP. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
