As filed with the Securities and Exchange Commission on December 23, 2021
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CSI COMPRESSCO
LP
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or other
jurisdiction of incorporation or organization)
94-3450907
(I.R.S. Employer Identification No.)
24955 INTERSTATE 45 NORTH
THE WOODLANDS, TEXAS 77380
(281) 364-22
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
24955
INTERSTATE 45 NORTH
THE WOODLANDS, TEXAS 77380
(281) 364-2244
John E. Jackson
Chief
Executive Officer
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David P.
Oelman
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
(713)
758-2222
Approximate date of
commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by market conditions and other factors.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering
Price
Per Unit
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Proposed
Maximum Aggregate
Offering
Price
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Amount of Registration Fee
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Common units representing limited partner interests
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39,050,210(1)
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$1.18(2)(3)
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$46,079,247.80(2)
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$4,271.55(4)
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(1)
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Pursuant to Rule 416(a) under the Securities Act, the number of common units being registered on behalf of the
selling unitholders shall be adjusted to include any additional common units that may become issuable as a result of any distribution, split, combination or similar transaction.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the
Securities Act on the basis of the average of the high and low sale prices of the common units on December 17, 2021, as reported on the NASDAQ Global Market.
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(3)
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The proposed maximum offering price per common unit will be determined from time to time in connection with, and
at the time of the sale by the holder of such units.
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(4)
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Pursuant to Rule 457(c) of the Securities Act.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.