8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549 

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 18, 2024

CSI Compressco LP

(Exact Name of Registrant as Specified in Charter) 

Delaware	1-35195	94-3450907
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1735 Hughes Landing Boulevard, Suite 200
The Woodlands,	TX	77380

(Address of Principal Executive Offices, and Zip Code)

(832) 365-2257

Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, if Changed Since Last Report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units	CCLP	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

  Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On January 18, 2024, the Board of Directors of CSI Compressco GP LLC, the general partner of CSI Compressco LP (the “Partnership”), declared a cash distribution attributable to the quarter ended December 31, 2023 of $0.01 per outstanding common unit, which is equal to the previous quarterly distribution. The distribution will be paid on February 14, 2024 to the Partnership's unitholders of record as of the close of business on January 31, 2024.

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
99.1	News Release dated January 18, 2024 issued by CSI Compressco LP.
104	Cover page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CSI Compressco LP
By:	CSI Compressco GP LLC,
	its general partner
By:	/s/John E. Jackson
	John E. Jackson
	Chief Executive Officer

Date: January 19, 2024

EX-99.1

CSI Compressco LP Announces Quarterly Distribution

THE WOODLANDS, Texas, January 18, 2024 /PRNewswire/ -- CSI Compressco LP ("CSI Compressco") (NASDAQ: CCLP) announced today that the board of directors of its general partner has declared a cash distribution attributable to the quarter ended December 31, 2023 of $0.01 per outstanding common unit, or $0.04 per outstanding common unit on an annualized basis. This cash distribution will be paid on February 14, 2024 to all common unitholders of record as of the close of business on January 31, 2024.

About CSI Compressco

CSI Compressco is a provider of compression services and equipment for natural gas and oil production, gathering, artificial lift, transmission, processing, and storage. In addition, CSI Compressco provides a variety of natural gas treating services. CSI Compressco’s contract services business includes a fleet of approximately 4,500 compressor packages providing approximately 1.2 million in aggregate horsepower, utilizing a full spectrum of low-, medium- and high-horsepower engines. Additionally, our gas treating equipment fleet includes natural gas cooling units used to reduce the temperature of natural gas so that it can be further treated, processed, or compressed. CSI Compressco also provides well monitoring and automated sand separation services in conjunction with compression and related services in Mexico. CSI Compressco’s aftermarket business provides compressor package reconfiguration and maintenance services. 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, Argentina, and Chile. CSI Compressco’s General Partner is owned by Spartan Energy Partners LP. Concurrent with this announcement we are providing qualified notice to brokers and nominees that hold CSI Compressco LP units on behalf of non-US investors as provided for under Treasury Regulation Section 1.1446-4(b)(4) and (d) and Treasury Regulation Section 1.1446(f)-4(c)(2)(iii). Please note that one hundred percent (100%) of CSI Compressco LP’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, all of CSI Compressco LP’s distributions to foreign investors are subject to federal tax withholding at the highest applicable effective tax rate. Nominees, and not CSI Compressco LP, are treated as withholding agents responsible for withholding distributions received by them on behalf of foreign investors. For purposes of Treasury Regulation Section 1.1446(f)-4(c)(2)(iii), brokers and nominees should treat one hundred percent (100%) of the distributions as being in excess of cumulative net income for purposes of determining the amount to withhold.

SOURCE: CSI Compressco LP

For further information, please contact: Jon Byers, CFO, CSI Compressco LP, The Woodlands, Texas, Phone: 281.364.2279, www.csicompressco.com

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Cover	Jan. 18, 2024
Cover [Abstract]
Document Type	8-K
Entity Incorporation, State or Country Code	DE
Entity File Number	1-35195
Entity Tax Identification Number	94-3450907
Entity Address, Address Line One	1735 Hughes Landing Boulevard, Suite 200
Entity Address, City or Town	The Woodlands,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77380
City Area Code	832
Local Phone Number	365-2257
Title of 12(b) Security	Common Units
Trading Symbol	CCLP
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Registrant Name	CSI Compressco LP
Entity Central Index Key	0001449488
Amendment Flag	false
Document Period End Date	Jan. 18, 2024