Sec Form 13D Filing - Spartan Energy Holdco LLC filing for CSI Compressco LP (CCLP) - 2021-02-08

Spartan Holdco obtained the funds for the Purchase through a capital contribution from Spartan LP, which used funds from its working capital.

GP Transition

As a result of the completion of the Purchase, the Reporting Persons own all of the member interests in CSI GP, and therefore have the ability to appoint all of the members of the board of directors of CSI GP (the “Board”), which in turn is responsible for the management of the Issuer. On January 29, 2021, the Reporting Persons appointed Ted A. Gardner, John E. Jackson, Jonathan W. Byers, Robert W. Price and Stephen R. Gill to serve as members of the Board. In addition, John E. Jackson was appointed as Chief Executive Officer of CSI GP, Jonathan W. Byers was appointed as Chief Financial Officer of CSI GP and Robert W. Price was appointed as Chief Operating Officer of CSI GP. James R. Larson, a current member of the Board and the chairperson of the Audit Committee of the Board, will continue in such roles.

General

The Reporting Persons acquired the securities described in this Schedule 13D in connection for investment purposes and intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Persons’ review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments.

The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the Board, and unitholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Units; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition of the Board.

Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

(a) – (b)

The following sets forth, as of the date of this Schedule 13D, the aggregate number and percentage of Common Units beneficially owned by each of the Reporting Persons, as well as the number of Common Units as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 47,352,291 Common Units outstanding as of January 29, 2021:

Spartan Holdco is the record holder of 10,952,478 Common Units. Spartan GP is the general partner of Spartan LP, which is the sole member of Spartan Holdco. As a result, each of Spartan GP and Spartan LP may be deemed to share beneficial ownership of the Common Units held by Spartan Holdco. Spartan GP is managed by a board of directors consisting of Ted A. Gardner and John E. Jackson. Each of the foregoing individuals disclaims beneficial ownership of the Common Units held by Spartan Holdco.

Item 3 above summarizes certain provisions of the Purchase Agreement, a copy of which is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.

Except as set forth herein, none of the Reporting Persons nor any of the Related Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 8, 2021

Schedule I

Set forth below is the name, position and present principal occupation of each of the directors and executive officers of Spartan Energy Partners GP LLC. Except as otherwise indicated, the business address of each of such persons is c/o Spartan Energy Partners LP, 9595 Six Pines Drive, Suite 4000, The Woodlands, TX 77380, and each such person is a citizen of the United States.