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Cypress Energy Partners, L.P. – ‘8-K’ for 1/1/20

On:  Friday, 1/3/20, at 11:12am ET   ·   For:  1/1/20   ·   Accession #:  1387131-20-65   ·   File #:  1-36260

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/03/20  Cypress Energy Partners, L.P.     8-K:1,9     1/01/20    2:116K                                   Quality EDGAR So… LLC/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     15K 
 2: EX-10.1     Second Amended and Restated Omnibus Agreement       HTML     63K 


‘8-K’   —   Current Report


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UNITED STATES

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): January 1, 2020

_______________________________________

 

Cypress Energy Partners, L.P.

(Exact name of registrant as specified in its charter)

_______________________________________

 

Delaware 001-36260 61-1721523

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

5727 S. Lewis Avenue, Suite 300

Tulsa, Oklahoma 74105

(Address of principal executive offices and zip code)

 

(918) 748-3900

(Registrant’s telephone number, including area code)

_______________________________________

 

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:

 

Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class  

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Units   CELP   New York Stock Exchange

 

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

 

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.

 

 C: 
 
 

 

Item 1.01 Entry Into a Material Definitive Agreement.

 

On January 1, 2020, Cypress Energy Partners, L.P. (the “Partnership”) and Cypress Energy Partners GP, LLC (the “General Partner”), the general partner of the Partnership, entered into the Second Amended and Restated Omnibus Agreement (the “Second Amended and Restated Omnibus Agreement”) with Cypress Energy Partners, LLC, Tulsa Inspection Resources, LLC, Tulsa Inspection Resources – Canada ULC, Cypress Energy Holdings, LLC (“Cypress Holdings”), Cypress Energy Management, LLC and Cypress Energy Investments, LLC.

The Second Amended and Restated Omnibus Agreement amends and restates the Amended and Restated Omnibus Agreement, dated February 20, 2015, to, among other things, remove provisions relating to the payment of an annual administrative fee previously paid in quarterly installments to Cypress Holdings as consideration for providing the Partnership with certain partnership overhead services, including for certain executive management services by certain officers of the General Partner, compensation expenses for all employees required to manage and operate the Partnership’s business and general and administrative expenses the Partnership incurred as a result of being a publicly traded partnership.

The foregoing description of the Second Amended and Restated Omnibus Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Omnibus Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)       Exhibits

Exhibit No.   Description
10.1*   Second Amended and Restated Omnibus Agreement, dated January 1, 2020, by and among Cypress Energy Partners, L.P., Cypress Energy Partners GP, LLC, Cypress Energy Partners, LLC, Tulsa Inspection Resources, LLC, Tulsa Inspection Resources Canada ULC, Cypress Energy Holdings, LLC, Cypress Energy Management, LLC and Cypress Energy Investments, LLC.

 

* filed herewith

 C: 
 
 

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.

 

   

Cypress Energy Partners, L.P.

 

  By: Cypress Energy Partners GP, LLC, its general partner
     
     
Dated: January 3, 2020 By: /s/ Jonathan M. Cinocca
   

Name: Jonathan M. Cinocca

Title: Corporate Secretary

 

 C: 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:1/3/20
For Period end:1/1/20
2/20/158-K
 List all Filings 


3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/23/21  Cypress Environmental Partners LP 10-K       12/31/20   87:7.3M                                   Quality EDGAR So… LLC/FA
11/12/20  Cypress Environmental Partners LP 10-Q        9/30/20   51:4.1M                                   Quality EDGAR So… LLC/FA
 8/13/20  Cypress Environmental Partners LP 10-Q        6/30/20   52:4.5M                                   Quality EDGAR So… LLC/FA
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