-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C9K0AiCGtDnSx7fivAoULvxbevut+B8CzlQN0yt/n1+AVYOsUw+4PGt8Khi07Qgt INhwwjEE2tDrpnKXbeNCZQ== 0000844965-04-000033.txt : 20040715 0000844965-04-000033.hdr.sgml : 20040715 20040715153212 ACCESSION NUMBER: 0000844965-04-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040715 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TETRA TECHNOLOGIES INC CENTRAL INDEX KEY: 0000844965 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 742148293 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13455 FILM NUMBER: 04915773 BUSINESS ADDRESS: STREET 1: 25025 I-45N CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 2813671983 MAIL ADDRESS: STREET 1: 25025 I-45 NORTH CITY: THE WOODLANDS STATE: TX ZIP: 77380 8-K 1 ttifinalacquis8k.htm 8-K TETRA July 15 8-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): July 15, 2004

 

 

TETRA Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
0-18335
74-2148293
(State of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

 

25025 Interstate 45 North, Suite 600

The Woodlands, Texas 77380

(Address of Principal Executive Offices and Zip Code)

 

(281) 367-1983

(Registrant's Telephone Number, Including Area Code)

 

 

 

TABLE OF CONTENTS

 

Item 5. Other Events and Regulation FD Disclosure

  

Page 1

Item 7. Financial Statements and Exhibits

Page 1

Signatures

Page 2

Exhibit Index

Page 3

 

 

 

 

Item 5. Other Events and Regulation FD Disclosure.

On July 15, 2004, TETRA Technologies, Inc. (“TETRA”) announced that it had completed its previously announced acquisition of Compressco, Inc., of Oklahoma City, Oklahoma, a provider of natural gas and oil well production enhancement strategies and equipment. The acquisition was effected through the merger of TETRA Acquisition Sub, Inc. into Compressco, Inc. (“Compressco”) resulting in Compressco becoming a wholly owned subsidiary of TETRA. The cost of the acquisition was approximately $94 million in cash, including transaction costs. In addition, concurrent with the acquisition, TETRA also repaid approximately $15.8 million of indebtedness previously incurred by Compressco. The cash portion of the consideration and payoff of the Compressco indebtedness was financed, in part, by borrowings under TETRA’s existing credit facility with a bank syndicate led by Bank of America. The press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 7. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number
Description

99.1

  

Press Release, dated July 15, 2004, issued by TETRA Technologies, Inc.

 

 

Page 1

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.

TETRA Technologies, Inc.

By: /s/Geoffrey M. Hertel

Geoffrey M. Hertel

President & Chief Executive Officer

Date: July 15, 2004

 

 

 

Page 2

EXHIBIT INDEX

 

Exhibit Number
Description

99.1

  

Press Release, dated July 15, 2004, issued by TETRA Technologies, Inc.

 

 

 

 

 

Page 3

EX-99 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

For Immediate Release

TETRA TECHNOLOGIES, INC.

COMPLETES COMPRESSCO, INC. ACQUISITION

 

July 15 , 2004 (The Woodlands, Texas), TETRA Technologies, Inc. (“TETRA”) (NYSE: TTI) today announced that it has completed its acquisition of Compressco, Inc. The acquisition was structured as a merger of a TETRA wholly-owned subsidiary into Compressco, with Compressco surviving as a subsidiary of TETRA. The cost of the acquisition approximated $94 million in cash, including transaction costs. Additionally, TETRA repaid about $15.8 million of associated debt.

The shareholders of Compressco approved the transaction today at a special shareholders meeting. Previously, the acquisition had received early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The acquisition became effective today.

Geoffrey M. Hertel, Chief Executive Officer of TETRA, stated, “The acquisition of Compressco fits extremely well with our acquisition profile and our publicly stated growth policy. Compressco is a leading provider of unique natural gas and oil well production enhancement strategies and equipment. Compressco’s equipment and service provides well operators with the opportunity to increase daily production and also increase proven reserves, primarily from older mature producing fields. As part of its service, Compressco designs and fabricates low-pressure natural gas compressors.

“Compressco’s current primary markets are onshore in the U.S. and Canada. Compressco’s recurring revenue stream from leasing should help balance TETRA’s fluctuating revenues from event driven (i.e. well completion or well plugging) businesses. Compressco’s business is synergistic with TETRA.

“The ‘production enhancement’ business is an excellent addition to TETRA, which currently has an early well-life fluids business and a late well-life abandonment and decommissioning business. We believe that this acquisition will extend our product and service offerings through the entire well-life. Over time, we hope to build on this base, adding other services or products.

“We at TETRA are extremely excited about the acquisition of this growth business, which has an experienced management team, a quality and dedicated employee base and a superior product offering. We believe the synergies with TETRA will enhance Compressco’s business opportunities. The acquisition should be modestly accretive to TETRA’s earnings in 2004 and solidly accretive to earnings in 2005,” concluded Hertel.

TETRA is an oil and gas services company, including an integrated calcium chloride and brominated products manufacturing operation that supplies feedstocks to energy markets, as well as other markets.

This press release includes certain statements that are deemed to be forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical

 

 

trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. Such statements are subject to a number of risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future performances and that actual results or developments may differ materially from those projected in the forward-looking statements. Some of the factors that could affect actual results are described in the section titled “Certain Business Risks” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

 

Contact:

TETRA Technologies, Inc., The Woodlands, Texas

Geoffrey M. Hertel, 281/367-1983

Fax: 281/364-4398

www.tetratec.com

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