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July 20, 2014
20:02 EDTTTI, GSJKTetra Technologies announces Compressco to purchase CSI for $825M in cash
TETRA Technologies (TTI) announced that its majority owned, publicly-traded partnership, Compressco Partners (GSJK), has entered into a definitive agreement to purchase all the outstanding shares of Compressor Systems, CSI, for $825M in cash, subject to working capital and other adjustments.This acquisition is expected to increase Compressco's total horsepower offering from approximately 187,000 to over 1,045,000, and will allow Compressco to utilize an expanded range of compressor packages for compression services to customers. It is anticipated that this expansion of Compressco's service offerings will allow the Partnership to participate in the compression market at a broader level. For the twelve months ended March 31, CSI's aggregate revenues were $311M, and EBITDA was $82.3M. Compressco has obtained committed financing to complete the transaction, which is expected to close in early August. However, it is currently anticipated that financing will include Compressco's issuance of approximately $400M of public equity and $350M of publicly-rated senior notes, with the balance being drawn from a $400M revolving credit facility. TETRA expects to purchase common units in the equity offering and make contributions to maintain its approximate 2% general partner interest in an aggregate amount of up to $40M. Stuart Brightman, TETRA's President and CEO, and Chairman of the Board of Compressco, commented, "This acquisition is the next step in a series of strategic moves to position TETRA to generate improved and more predictable earnings and cash flows. We are excited to acquire a company with such a strong reputation in the industry, a diverse product offering, a solid management team, and a robust customer base. In addition, we believe that this acquisition will allow TETRA to significantly increase our cash flow from Compressco. We expect to create synergies of between $5M and $10M on an annualized basis, beginning in 2015." The combined organization will be led by Tim Knox, CSI's current President. Ron Foster will take on the role of Senior Vice President and Chief Marketing Officer, and James Rounsavall will serve as CFO. Brightman continued, "Based on a number of specific assumptions, we understand that Compressco management expects to be able to recommend to its Board of Directors a 12-14% increase in the cash distribution per outstanding common unit attributable to the quarter ending December 31, compared to the $0.4525 distribution per outstanding unit, or $1.81 per outstanding unit on an annualized basis, attributable to quarter ended June 30. To meet the strong demand for compression services, following the acquisition, we expect to grow capital expenditures to between $90M and $100M in 2015, which will provide incremental revenues and is expected to facilitate additional increases in cash distributions. Compressco currently expects to generally maintain a coverage ratio of 1.2 times distributable cash flow to distributions, consistent with our past practices." Following the transaction, it is currently expected that TETRA's ownership of the Partnership will be reduced to approximately 46%. TETRA will maintain 100% ownership of the Partnership's general partner, and will continue to consolidate the results of Compressco in its financial statements.
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