CELP / Cypress Environmental Partners L.P. - Unit - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36260 Cypress Environmental Partners, L.P. (Exact name of registrant as

Cypress Environmental Partners, L.P. 8-K

Cypress Environmental Partners, L.P. 8-K Exhibit 99.1 Cypress Environmental Partners Announces Pre-Packaged Court Restructuring and Expected Delisting of Common Units from the NYSE TULSA, May 9th, 2022 - Today, Cypress Environmental Partners, L.P. (NYSE: CELP) (?Cypress? or the ?Company?) announced the next step in its previously announced plan to pursue a court-supervised restructuring. On May 8,

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Bankruptcy or Receivership

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): May 6, 2022 Cypress Environmental Partners, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36260 (Commission F

Cypress Environmental Partners, L.P. 8-K

Cypress Environmental Partners, L.P. 8-K Exhibit 99.2 Cypress Environmental Partners Seeks Chapter 11 Protection, Signs Restructuring Deal TULSA, May 11th, 2022 - Today, Cypress Environmental Partners, L.P. (NYSE: CELP) (?Cypress? or the ?Company?) announced that it filed for Chapter 11 bankruptcy protection and reached a restructuring support agreement with its priority senior secured lender, an

RESTRUCTURING SUPPORT AGREEMENT

Cypress Environmental Partners, L.P. 8-K Exhibit 99.2 Execution Version THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAW AND/OR PROVISIONS OF THE BANKRUPTCY COD

Cypress Environmental Partners, L.P. 8-K

Cypress Environmental Partners, L.P. 8-K Exhibit 99.1 Cypress Environmental Partners Announces Pre-Packaged Court Restructuring and Expected Delisting of Common Units from the NYSE TULSA, May 9th, 2022 - Today, Cypress Environmental Partners, L.P. (NYSE: CELP) (?Cypress? or the ?Company?) announced the next step in its previously announced plan to pursue a court-supervised restructuring. On May 8,

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the entire class of common units representing limited partner interests (the 'Common Units') of Cypress Environmental Partners, L.

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 9, 2022 Cypress Environmental Partners, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36260 (Commission F

Cypress Environmental Partners, L.P. 8-K

Cypress Environmental Partners, L.P. 8-K Exhibit 99.1 CYPRESS ENVIRONMENTAL PARTNERS REPORTS NEW LENDER ? ARGONAUT PRIVATE EQUITY TULSA, April 22, 2022 - Today, Cypress Environmental Partners, L.P., (NYSE: CELP) (?Cypress?) reported that an affiliate of Argonaut Private Equity, which is headquartered in Tulsa, Oklahoma, has acquired 100% of Cypress?s senior secured debt from the seven existing len

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 22, 2022 Cypress Environmental Partners, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36260 (Commissio

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): April 15, 2022 Cypress Environmental Partners, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36260 (Commissio

CYPRESS ENVIRONMENTAL PARTNERS, L.P. Consolidated Balance Sheets As of December 31, 2021 and 2020 (in thousands)

Cypress Environmental Partners, L.P. 8-K Exhibit 99.1 CYPRESS ENVIRONMENTAL PARTNERS REPORTS FOURTH QUARTER RESULTS TULSA, April 15, 2022 - Today, Cypress Environmental Partners, L.P., (NYSE: CELP) (?Cypress?) reported its financial results for the three months and year ended December 31, 2021. FINANCING Cypress continues to work with Deutsche Bank AG, its credit facility Administrative Agent, Lea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File No. 001-36260 CYPRESS ENVIRONMENTAL

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF OUR COMMON UNITS

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF OUR COMMON UNITS The following description of our common units is not complete and may not contain all the information you should consider before investing in our common units. This description is summarized from, and qualified in its entirety by reference

EX-21.1

Exhibit 21.1 Jurisdiction of Subsidiaries of the Partnership Incorporation / Formation Cypress Brown Integrity, LLC Texas CF Inspection Management, LLC Delaware Cypress Environmental Finance Corporation Delaware Cypress Energy Partners - 1804 SWD, LLC North Dakota Cypress Energy Partners - Bakken, LLC Delaware Cypress Energy Partners - Grassy Butte SWD, LLC North Dakota Cypress Energy Partners - G

As filed with the Securities and Exchange Commission on April 14, 2022

As filed with the Securities and Exchange Commission on April 14, 2022 Registration No.

As filed with the Securities and Exchange Commission on April 14, 2022

As filed with the Securities and Exchange Commission on April 14, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-K 1 d334986dnt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-36260 CUSIP Number: 232751107 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 1, 2022 Cypress Environmental Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdiction of incorporation)

CYPRESS ENVIRONMENTAL PARTNERS ANNOUNCES DELAY IN FILING FORM

Exhibit 99.1 CYPRESS ENVIRONMENTAL PARTNERS ANNOUNCES DELAY IN FILING FORM 10-K TULSA, April 1, 2022?Today, Cypress Environmental Partners, L.P., (NYSE: CELP) (?Cypress?) reported that it has filed a Form 12b-25 with the Securities and Exchange Commission to provide notice of the late filing of its Annual Report on Form 10-K (?Form 10-K?). Cypress expects to file the Form 10-K on or before April 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36260 CYPRES

CYPRESS ENVIRONMENTAL PARTNERS FORM 8-K

CYPRESS ENVIRONMENTAL PARTNERS FORM 8-K Exhibit 99.1 CYPRESS ENVIRONMENTAL PARTNERS REPORTS THIRD QUARTER RESULTS TULSA, November 15, 2021 - Today, Cypress Environmental Partners, L.P. (NYSE: CELP) (?Cypress?) reported its financial results for the three months ended September 30, 2021. HIGHLIGHTS ? Revenue of $32.4 million increased 6% from second quarter 2021 ? Gross margin of $4.3 million incre

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 15, 2021 Cypress Environmental Partners, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36260 (Commis

Material Impairments, Costs Associated with Exit or Disposal Activities

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): September 10, 2021 Cypress Environmental Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdiction of incorporat

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 16, 2021 Cypress Environmental Partners, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36260 (Commissi

Cypress Environmental Partners GP, LLC 8-K

Cypress Environmental Partners GP, LLC 8-K Exhibit 99.1 CYPRESS ENVIRONMENTAL PARTNERS REPORTS SECOND QUARTER RESULTS TULSA, August 16, 2021 - Today, Cypress Environmental Partners, L.P., (NYSE: CELP) (?Cypress?) reported its financial results for the three months ended June 30, 2021. HIGHLIGHTS ? Consolidated revenue of $31.9 million for second quarter 2021, an increase of 18% compared to first q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROMTO Commission File Number 001-36260 CYPRESS ENVI

Amendment No. 2 to Credit Agreement dated August 13, 2021, by and among Cypress Environmental Partners, L.P., certain of its affiliates as co-borrowers and guarantors, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent and other lenders from time to time party thereto, and Deutsche Bank Trust Company Americas, as the administrative agent

Cypress Environmental Partners, L.P. 10-Q EXHIBIT 10.1 Strictly Private and Confidential EXECUTION VERSION Amendment No. 2 to Credit Agreement AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of August 13, 2021 (this ?Amendment?), to the Amended and Restated Credit Agreement dated as of May 29, 2018 (as amended by that certain Amendment No. 1 to Credit Agreement dated as of March 2, 2021, and as othe

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 14, 2021 Cypress Environmental Partners, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36260 (Commission

CYPRESS ENVIRONMENTAL PARTNERS, L.P. Unaudited Condensed Consolidated Balance Sheets As of March 31, 2021 and December 31, 2020 (in thousands)

Cypress Environmental Partners GP, LLC 8-K Exhibit 99.1 CYPRESS ENVIRONMENTAL PARTNERS REPORTS FIRST QUARTER RESULTS TULSA, May 14, 2021 - Today, Cypress Environmental Partners, L.P., (NYSE: CELP) (?Cypress?) reported its financial results for the three months ended March 31, 2021. HIGHLIGHTS ? Cypress reduced debt by $20.2 million during the first quarter of 2021. ? Net loss attributable to commo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROMTO Commission File Number 001-36260 CYPRESS ENV

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 23, 2021 Cypress Environmental Partners, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36260 (Commissio

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF OUR COMMON UNITS

Cypress Environmental Partners, L.P. Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF OUR COMMON UNITS The following description of our common units is not complete and may not contain all the information you should consider before investing in our common units. This description is summarized from, and qu

CYPRESS ENVIRONMENTAL PARTNERS, L.P. Consolidated Balance Sheets As of December 31, 2020 and 2019 (in thousands)

Cypress Environmental Partners, L.P. 8-K Exhibit 99.1 CYPRESS ENVIRONMENTAL PARTNERS REPORTS FOURTH QUARTER RESULTS TULSA, March 23, 2021 - Today, Cypress Environmental Partners, L.P., (NYSE: CELP) (“Cypress”) reported its financial results for the three months ended December 31, 2020. HIGHLIGHTS Ø Closed an amended credit facility extension in March 2021. The amendment extends the maturity date t

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File No. 001-36260 CYPRESS ENVIRONMENTAL

Cypress Environmental Partners, L.P.

Cypress Environmental Partners, L.P. Exhibit 21.1 Subsidiaries of the Partnership Jurisdiction of Incorporation / Formation Cypress Brown Integrity - PUC, LLC Delaware Cypress Brown Integrity, LLC Texas CF Inspection Management, LLC Delaware Cypress Environmental Finance Corporation Delaware Cypress Energy Partners - 1804 SWD, LLC North Dakota Cypress Energy Partners - Bakken, LLC Delaware Cypress

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): March 2, 2021 Cypress Environmental Partners, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36260 (Commission

Amendment No. 1 to Credit Agreement dated March 2, 2021, by and among Cypress Environmental Partners, L.P., certain of its affiliates as co-borrowers and guarantors, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent and other lenders from time to time party thereto, and Deutsche Bank Trust Company Americas, as the administrative agent.

Cypress Environmental Partners, L.P. 8-K Exhibit 10.1 Amendment No. 1 to Credit Agreement AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 2, 2021 (this ?Amendment?), to the Amended and Restated Credit Agreement dated as of May 29, 2018 (as amended, supplemented and modified from time to time, the ?Credit Agreement?) among CYPRESS ENVIRONMENTAL PARTNERS, L.P., a limited partnership organized

Quarterly Report - QUARTERLY REPORT

celp-10q093020.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Numb

Quarterly Report - QUARTERLY REPORT

celp-10q063020.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 00

CYPRESS ENVIRONMENTAL PARTNERS, L.P. CODE OF BUSINESS CONDUCT AND ETHICS (Adopted as of January 14, 2014; Last Updated August 12, 2020)

Cypress Environmental Partners, L.P. 10-Q EXHIBIT 14.1 CYPRESS ENVIRONMENTAL PARTNERS, L.P. CODE OF BUSINESS CONDUCT AND ETHICS (Adopted as of January 14, 2014; Last Updated August 12, 2020) Introduction The Board of Directors (the “Board”) of Cypress Environmental Partners GP, LLC, a Delaware limited liability company (the “General Partner”) and the general partner of Cypress Environmental Partne

-

July 10, 2020 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F.

Quarterly Report - AMENDED QUARTERLY REPORT

celp-10q033120.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 11, 2020 Cypress Environmental Partners, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36260 (Commission

Quarterly Report - QUARTERLY REPORT

celp-10q033120.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 0

Cypress Environmental Partners, L.P. 8-K

Cypress Environmental Partners, L.P. 8-K Exhibit 99.1 Cypress Environmental Partners, L.P. Announces First Quarter 2020 Results Tulsa, Oklahoma - (BUSINESS WIRE)—May 11, 2020—Cypress Environmental Partners, L.P. (“CELP”) (NYSE:CELP) today reported first quarter 2020 results of: ● Revenue of $68.5 million; ● Gross margin of $8.0 million; ● Net loss of $0.9 million; ● Adjusted EBITDA attributable to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 1, 2020 Cypress Environmental Partners, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36260 (Commission

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): March 16, 2020 Cypress Environmental Partners, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36260 (Commissio

Cypress Environmental Partners, L.P. 10-K

celp-10k123119.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File No. 001-36260 CY

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF OUR COMMON UNITS

Cypress Environmental Partners, L.P. 10-K Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF OUR COMMON UNITS The following description of our common units is not complete and may not contain all the information you should consider before investing in our common units. This description is summarized from, a

Jurisdiction of

ex21-1.htm Cypress Environmental Partners, L.P. 10-K Exhibit 21.1 Jurisdiction of Subsidiaries of the Partnership Incorporation / Formation Cypress Brown Integrity - PUC, LLC Delaware Cypress Brown Integrity, LLC Texas CF Inspection Management, LLC Delaware Cypress Environmental Finance Corporation Delaware Cypress Energy Partners - 1804 SWD, LLC North Dakota Cypress Energy Partners - Bakken, LLC

First Amendment to the Certificate of Formation of Cypress Energy Partners GP, LLC, dated as of February 27, 2020 (incorporated by reference to Exhibit 3.4 of our Current Report on Form 8-K filed on March 6, 2020)

Cypress Energy Partners, L.P. 8-K Exhibit 3.4 FIRST AMENDMENT TO THE CERTIFICATE OF FORMATION OF CYPRESS ENERGY PARTNERS GP, LLC The undersigned, desiring to amend the Certificate of Formation of Cypress Energy Partners GP, LLC, a Delaware limited liability company (the “Company”), pursuant to Section 18-202 of the Delaware Limited Liability Company Act, does hereby certify: 1. The name of the lim

Certificate of Amendment to the Certificate of Limited Partnership of Cypress Energy Partners, L.P., dated as of March 2, 2020 (incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K filed on March 6, 2020)

Cypress Energy Partners, L.P. 8-K Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP OF CYPRESS ENERGY PARTNERS, L.P. The undersigned, desiring to amend the Certificate of Limited Partnership of Cypress Energy Partners, L.P., a Delaware limited partnership (the “Partnership”), pursuant to Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, does hereb

Results of Operations and Financial Condition, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits

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): March 5, 2020 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-36260 (Commission File N

First Amendment to Amended and Restated Limited Liability Agreement of Cypress Energy Partners GP, LLC, dated as of March 5, 2020 (incorporated by reference to Exhibit 3.3 of our Current Report on Form 8-K filed on March 6, 2020)

Cypress Energy Partners, L.P. 8-K Exhibit 3.3 FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CYPRESS ENERGY PARTNERS GP, LLC THIS FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CYPRESS ENERGY PARTNERS GP, LLC, dated as of March 5, 2020 (this “Amendment”), is entered into by Cypress Energy GP Holdings, LLC, a Delaware limited liability

Second Amendment to First Amended and Restated Agreement of Limited Partnership of Cypress Energy Partners, L.P., dated as of March 5, 2020 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on March 6, 2020)

Cypress Energy Partners, L.P. 8-K Exhibit 3.1 SECOND AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CYPRESS ENERGY PARTNERS, L.P. THIS SECOND AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CYPRESS ENERGY PARTNERS, L.P., dated as of March 5, 2020 (this “Amendment”), is entered into by Cypress Energy Partners GP, LLC (the “General Partner”),

CYPRESS ENERGY PARTNERS, L.P. Consolidated Balance Sheets As of December 31, 2019 and 2018 (in thousands)

EX-99.1 6 ex99-1.htm PRESS RELEASE Cypress Energy Partners, L.P. 8-K Exhibit 99.1 Cypress Energy Partners, L.P. Announces Name Change to Cypress Environmental Partners, L.P. and Record Fourth Quarter and Full Year 2019 Results Tulsa, Oklahoma—(BUSINESS WIRE)—March 5, 2020 Cypress Energy Partners, L.P. (NYSE:CELP) announced today that it is changing its name to Cypress Environmental Partners, L.P.,

Second Amended and Restated Omnibus Agreement among Cypress Energy Holdings, LLC, Cypress Environmental Management, LLC, Cypress Environmental Partners, LLC, Cypress Environmental Partners, L.P., Cypress Environmental Partners GP, LLC, Tulsa Inspection Resources, LLC and Tulsa Inspection Resources – Canada ULC, dated as of January 1, 2020 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed on January 3, 2020

Cypress Energy Partners, L.P. 8-K Exhibit 10.1 SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT among CYPRESS ENERGY HOLDINGS, LLC, CYPRESS ENERGY MANAGEMENT, LLC, CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.P., CYPRESS ENERGY PARTNERS GP, LLC TULSA INSPECTION RESOURCES, LLC and TULSA INSPECTION RESOURCES – CANADA ULC January 1, 2020 SECOND AMENDED AND RESTATED OMNIBUS AGREEMENT This SECO

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) (Comm

Cypress Energy Partners, L.P. 8-K

EX-99.1 3 ex99-1.htm PRESS RELEASE OF CYPRESS ENERGY PARTNERS, L.P. Cypress Energy Partners, L.P. 8-K Exhibit 99.1 Cypress Energy Partners, L.P. Announces Third Quarter 2019 Results Tulsa, Oklahoma - (BUSINESS WIRE)—November 12, 2019 Cypress Energy Partners, L.P. (NYSE:CELP) today reported: Third quarter 2019 results compared to third quarter of 2018 and other highlights: ● Revenue of $108.9 milli

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): November 12, 2019 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) (Co

Cypress Energy Partners, L.P. Employee Unit Purchase Plan.

Cypress Energy Partners, L.P. 8-K Exhibit 10.1 CYPRESS ENERGY PARTNERS, L.P. EMPLOYEE UNIT PURCHASE PLAN Cypress Energy Partners GP, LLC, a Delaware limited liability company (the “Company”), as the general partner of Cypress Energy Partners, L.P. (the “Partnership”), hereby establishes the Cypress Energy Partners, L.P. Employee Unit Purchase Plan (the “Plan”) effective as of the date set forth in

CELP / Cypress Energy Partners, L.P. S-8 - - FORM S-8

Form S-8 As filed with the Securities and Exchange Commission on November 14, 2019 Registration No.

Cypress Energy Partners, L.P. Employee Unit Purchase Plan

EX-4.1 Exhibit 4.1 CYPRESS ENERGY PARTNERS, L.P. EMPLOYEE UNIT PURCHASE PLAN Cypress Energy Partners GP, LLC, a Delaware limited liability company (the “Company”), as the general partner of Cypress Energy Partners, L.P. (the “Partnership”), hereby establishes the Cypress Energy Partners, L.P. Employee Unit Purchase Plan (the “Plan”) effective as of the date set forth in Section 17 below. 1. Purpos

CYPRESS ENERGY PARTNERS, L.P. 10-Q

celp-10q063019.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 14, 2019 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) (Comm

Cypress Energy Partners, L.P. 8-K

Cypress Energy Partners, L.P. 8-K Exhibit 99.1 Cypress Energy Partners, L.P. Announces Second Quarter 2019 Results TULSA, Oklahoma - (BUSINESS WIRE)—August 14, 2019 Cypress Energy Partners, L.P. (NYSE:CELP) today reported: ● Revenues of $111.1 million for the second quarter of 2019, an increase of 45% from the second quarter of 2018; ● Gross margin of $14.8 million for the second quarter of 2019,

CYPRESS ENERGY PARTNERS, L.P. 10-Q

celp-10q063019.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 00

Cypress Energy Partners, L.P. 8-K

Cypress Energy Partners, L.P. 8-K EXHIBIT 99.1 Cypress Energy Partners, L.P. Announces First Quarter 2019 Results TULSA, Oklahoma - (BUSINESS WIRE)—May 13, 2019 Cypress Energy Partners, L.P. (“CELP”) (NYSE:CELP) today reported: • Revenues - $90.4 million, up 39% over the prior year; • Gross margin - $10.0 million, up 23% over the prior year; • Net income - $1.4 million, up 44% over the prior year;

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 13, 2019 (May 13, 2019) Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdiction of incorpor

Cypress Energy Partners, L.P. 10-Q

celp-10q033119.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 0

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Form 8-K 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): April 5, 2019 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

Sales Agreement, dated as of April 5, 2019, by and between Cypress Energy Partners, L.P. and B. Riley FBR, Inc.

EX-1.1 Execution Version Exhibit 1.1 CYPRESS ENERGY PARTNERS, L.P. Common Units Representing Limited Partner Interests At Market Issuance Sales Agreement April 5, 2019 B. Riley FBR, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Cypress Energy Partners, L.P, a Delaware limited partnership (the “Partnership”), confirms its agreement (this “Agreement”) with B. Riley FBR, I

Cypress Energy Partners, L.P. Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of Up to $10,000,000

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-230380 PROSPECTUS SUPPLEMENT (To Prospectus dated March 28, 2019) Cypress Energy Partners, L.P. Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of Up to $10,000,000 This prospectus supplement and the accompanying base prospectus relate to the offer and sale from time to time of comm

CELP / Cypress Energy Partners, L.P. S-3/A

S-3/A Table of Contents As filed with the Securities and Exchange Commission on March 26, 2019 Registration No.

CELP / Cypress Energy Partners, L.P. CORRESP

CORRESP Cypress Energy Partners, L.P. 5727 S. Lewis Avenue, Suite 300 Tulsa, OK 74105 March 26, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: Karina Dorin, Staff Attorney Office of Natural Resources Re: Cypress Energy Partners, L.P. Registration Statement on Form S-3 File No. 333-230380 Dear Ms. Dorin: On beha

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K 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): March 20, 2019 (March 18, 2019) Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdictio

CYPRESS ENERGY PARTNERS, L.P. Consolidated Balance Sheets As of December 31, 2018 and 2017 (in thousands, except unit data) December 31, December 31, 2018 2017 ASSETS Current assets: Cash and cash equivalents $ 15,380 $ 24,508 Trade accounts receivab

EX-99.1 Exhibit 99.1 Cypress Energy Partners, L.P. Announces Fourth Quarter 2018 Results TULSA, Oklahoma—(BUSINESS WIRE)—March 18, 2019 Cypress Energy Partners, L.P. (NYSE:CELP) today reported: • Revenues of $88.9 million for the fourth quarter, an increase of 28% from the fourth quarter of 2017; • Gross margin of $12.1 million for the fourth quarter, an increase of 30% from the fourth quarter of

CELP / Cypress Energy Partners, L.P. S-8

S-8 As filed with the Securities and Exchange Commission on March 18, 2019 Registration No.

First Amendment to the Cypress Energy Partners, L.P. 2013 Long-Term Incentive Plan

EX-4.2 Exhibit 4.2 FIRST AMENDMENT TO THE CYPRESS ENERGY PARTNERS, L.P. 2013 LONG-TERM INCENTIVE PLAN THIS AMENDMENT TO THE CYPRESS ENERGY PARTNERS, L.P. 2013 LONG-TERM INCENTIVE PLAN (this “Amendment”), is made and adopted as of March 18, 2019 (the “Amendment Date”), by the board of directors (the “Board”) of Cypress Energy Partners GP, LLC (the “Company”), the general partner of Cypress Energy P

CELP / Cypress Energy Partners, L.P. FORM S-3

FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on March 18, 2019 Registration No.

FIRST AMENDMENT TO THE CYPRESS ENERGY PARTNERS, L.P. 2013 LONG-TERM INCENTIVE PLAN

Exhibit 99.1 FIRST AMENDMENT TO THE CYPRESS ENERGY PARTNERS, L.P. 2013 LONG-TERM INCENTIVE PLAN THIS AMENDMENT TO THE CYPRESS ENERGY PARTNERS, L.P. 2013 LONG-TERM INCENTIVE PLAN (this “Amendment”), is made and adopted as of March 18, 2019 (the “Amendment Date”), by the board of directors (the “Board”) of Cypress Energy Partners GP, LLC (the “Company”), the general partner of Cypress Energy Partner

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 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): March 18, 2019 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) (C

Cypress Energy Partners, L.P. 10-K

ex21-1.htm Cypress Energy Partners, L.P. 10-K Exhibit 21.1 Jurisdiction of Subsidiaries of the Partnership Incorporation / Formation Brown Integrity - PUC, LLC Delaware Brown Integrity, LLC Texas CF Inspection Management, LLC Delaware Cypress Energy Finance Corporation Delaware Cypress Energy Partners - 1804 SWD, LLC North Dakota Cypress Energy Partners - Bakken, LLC Delaware Cypress Energy Partne

Cypress Energy Partners, L.P. 10-K

celp-10k123118.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File No. 001-36260 CY

Three Months Ended September 30,

Cypress Energy Partners, L.P. 8-K EXHIBIT 99.1 Cypress Energy Partners, L.P. Announces Third-Quarter 2018 Results TULSA, Oklahoma—(BUSINESS WIRE)—November 12, 2018 Cypress Energy Partners, L.P. (NYSE:CELP) today reported: • Revenues of $84.8 million for the third quarter, an increase of 9% from the third quarter of 2017, and a sequential increase of 11% over the second quarter of 2018; • Gross mar

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2018 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) (Co

Cypress Energy Partners, L.P. 10-Q

celp-10q093018.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 13, 2018 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) (Comm

Cypress Energy Partners, L.P. 8-K

Cypress Energy Partners, L.P. 8-K EXHIBIT NO. 99.1 Cypress Energy Partners, L.P. Announces Second Quarter 2018 Results TULSA, Oklahoma - (BUSINESS WIRE)—August 13, 2018 Cypress Energy Partners, L.P. (NYSE:CELP) today reported: ● Revenues of $76.5 million for the second quarter, an increase of 2.5% from the second quarter of 2017, and an increase of 18.0% over the first quarter of 2018; ● Gross mar

Cypress Energy Partners, L.P. 10-Q

celp-10q063018.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 00

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 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): May 29, 2018 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) (Com

Cypress Energy Partners, L.P. Closes Convertible

EX-99.1 Exhibit 99.1 Cypress Energy Partners, L.P. Closes Convertible Preferred Unit Placement and Credit Facility Renewal TULSA, Oklahoma — (BUSINESS WIRE) — May 29, 2018 Cypress Energy Partners, L.P. (NYSE: CELP) (“Cypress”) announced today that it closed a $43.5 million placement of convertible preferred units to an affiliate, using the proceeds to pay down debt and allowing it to extend the ma

First Amendment to First Amended and Restated Agreement of Limited Partnership of Cypress Energy Partners, L.P. dated as of May 29, 2018 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on May 31, 2018)

EX-3.1 Exhibit 3.1 EXECUTION COPY FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CYPRESS ENERGY PARTNERS, L.P. THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CYPRESS ENERGY PARTNERS, L.P. dated as of May 29, 2018 (this “Amendment”), is entered into by Cypress Energy Partners GP, LLC (the “General Partner”), a Delaware limit

Amended and Restated Credit Agreement, dated as of May 29, 2018, by and among Cypress Energy Partners, L.P., certain of its affiliates as co-borrowers and guarantors, Deutsche Bank AG, New York Branch, as lender, issuing bank, swing line lender and collateral agent, the other lenders from time to time party thereto, and Deutsche Bank Trust Company Americas, as the administrative agent.

EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 29, 2018 by and among CYPRESS ENERGY PARTNERS, L.P., as Borrowers’ Agent and a Borrower, TULSA INSPECTION RESOURCES – CANADA ULC, as the Canadian Borrower, DEUTSCHE BANK AG, NEW YORK BRANCH, as Lender, Issuing Bank, Swing Line Lender, and Collateral Agent, THE OTHER LENDERS PARTY HERETO AND EACH ADDITIONAL

Series A Preferred Unit Purchase Agreement Between Cypress Energy Partners, L.P. and Stephenson Equity, Co. No. 3, dated as of May 29, 2018.

EX-10.1 Exhibit 10.1 EXECUTION COPY SERIES A PREFERRED UNIT PURCHASE AGREEMENT between CYPRESS ENERGY PARTNERS, L.P. and STEPHENSON EQUITY, CO. NO. 3 May 29, 2018 TABLE OF CONTENTS Article I Definitions; Interpretation 1 Section 1.01 Definitions 1 Section 1.02 Accounting Procedures and Interpretation 5 Article II Agreement to Sell and Purchase 5 Section 2.01 Sale and Purchase; Sale Option 5 Sectio

Cypress Energy Partners, L.P. - 10-Q

celp-10q033118.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 0

Letter to Cypress Energy Partners, L.P. from Charles C. Stephenson, Jr. dated March 14, 2018, regarding the Purchase of Convertible Equity Securities

Cypress Energy Partners, L.P. - 10-Q Exhibit 10.7 Charles C. Stephenson, Jr. March 14, 2018 Cypress Energy Partners, L.P. 5727 S. Lewis Ave., Ste. 300 Tulsa, OK 74105 Attn: Mr. Peter C. Boylan III – Chairman and CEO Re: Purchase of Convertible Equity Securities Mr. Boylan: Reference is made to the Credit Agreement, dated as of December 24, 2013, as amended (the “Credit Agreement”), by and among De

CYPRESS ENERGY PARTNERS, L.P.

ex99-1 Cypress Energy Partners, L.P. 8-K Exhibit 99.1 Cypress Energy Partners, L.P. Announces First Quarter 2018 Results TULSA, Oklahoma - (BUSINESS WIRE)—May 10, 2018 Cypress Energy Partners, L.P. (“CELP”) (NYSE:CELP) today reported: •6 new pipeline inspection and integrity customers added in Q1 2018; •28.4% increase in gross margin vs. Q1 2017; •$26.1 million of cash at March 31, 2018; •Cash dis

Financial Statements and Exhibits, Results of Operations and Financial Condition

celp-8k051018 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): May 10, 2018 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdiction of incorpora

Cypress Energy Partners, L.P. 10-K

celp-10k123117.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File No. 001-36260 CY

Cypress Energy Partners, L.P. 10-K

Cypress Energy Partners, L.P. 10-K Exhibit 21.1 Jurisdiction of Subsidiaries of the Partnership Incorporation / Formation Brown Integrity - PUC, LLC Delaware Brown Integrity, LLC Texas CF Inspection Management, LLC Delaware Cypress Energy Finance Corporation Delaware Cypress Energy Partners - 1804 SWD, LLC North Dakota Cypress Energy Partners - Bakken, LLC Delaware Cypress Energy Partners - Grassy

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 celp-8k032218.htm CURRENT REPORT 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): March 22, 2018 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or othe

CYPRESS ENERGY PARTNERS, L.P. Consolidated Balance Sheets As of December 31, 2017 and 2016 (in thousands, except unit data)

Cypress Energy Partners, L.P. 8-K EXHIBIT NO. 99.1 Cypress Energy Partners, L.P. Announces Fourth Quarter 2017 Results TULSA, Oklahoma - (BUSINESS WIRE)—March 22, 2018 Cypress Energy Partners, L.P. (“CELP”) (NYSE:CELP) today reported: ● Forty new inspection customers added in 2017, seven of which CELP won in the fourth quarter; ● 30.2% increase in Net Income Attributable to Limited Partners in the

POWER OF ATTORNEY JEFFREY A. HERBERS

Exhibit 24 POWER OF ATTORNEY JEFFREY A. HERBERS With respect to holdings of and transactions in securities issued by Cypress Energy Partners, L.P. (the ?Company?), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as th

CYPRESS ENERGY PARTNERS, L.P. Unaudited Condensed Consolidated Balance Sheets As of September 30, 2017 and December 31, 2016 (in thousands, except unit data)

Cypress Energy Partners, L.P. 8-K Exhibit 99.1 Cypress Energy Partners, L.P. Announces Third Quarter 2017 Results Company Release - 11/13/2017 7:56 PM ET TULSA, Okla.-(BUSINESS WIRE)- Cypress Energy Partners, L.P. (NYSE:CELP) today reported: Revenues of $77.7 million for the third quarter, an increase of 4.2% from the second quarter of 2017 Gross margin of $9.4 million for the third quarter, an in

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 13, 2017 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) (Co

Cypress Energy Partners, L.P. 10-Q

celp-10q093017.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 tv4786128k.htm FORM 8-K 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): October 30, 2017 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other juris

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 14, 2017 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) (Comm

CYPRESS ENERGY PARTNERS, L.P. Unaudited Condensed Consolidated Balance Sheets As of June 30, 2017 and December 31, 2016 (in thousands, except unit data)

Cypress Energy Partners, L.P. 8-K Exhibit 99.1 Cypress Energy Partners, L.P. Announces Second Quarter 2017 Results TULSA, Oklahoma - (BUSINESS WIRE)?August 14th, 2017 Cypress Energy Partners, L.P. (NYSE:CELP) today reported: ? $22.5 million of cash on hand as of June 30, 2017 ? Revenues of $74.6 million for the second quarter, up 3.1% from the same period last year and up 15.2% from the first quar

Cypress Energy Partners, L.P. 10-Q

celp-10q063017.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 00

Cypress Energy Partners, L.P. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36260 CYPRESS EN

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 11, 2017 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) (Commiss

CYPRESS ENERGY PARTNERS, L.P. Unaudited Condensed Consolidated Balance Sheets As of March 31, 2017 and December 31, 2016 (in thousands, except unit data)

Cypress Energy Partners, L.P. 8-K EXHIBIT 99.1 Cypress Energy Partners, L.P. Announces First Quarter 2017 Results TULSA, Oklahoma - (BUSINESS WIRE) - May 11th, 2017 Cypress Energy Partners, L.P. (NYSE:CELP) today reported: ? $24.8 million of cash on hand as of March 31, 2017. ? 3.47x leverage ratio and 3.68x interest coverage ratio per loan covenants. ? Revenues of $64.7 million, down 11.9% from s

Financial Statements and Exhibits, Other Events

8-K 1 d355468d8k.htm FORM 8-K 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): March 23, 2017 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdi

Cypress Energy Partners, L.P. 7,513,500 Common Units Representing Limited Partner Interests Offered by the Selling Unitholders

424B7 Table of Contents Filed Pursuant to Rule 424(b)(7) Registration No. 333-204786 PROSPECTUS SUPPLEMENT (To Prospectus dated June 19, 2015) Cypress Energy Partners, L.P. 7,513,500 Common Units Representing Limited Partner Interests Offered by the Selling Unitholders The selling unitholders may offer and sell up to 7,513,500 common units in the aggregate, in each case from time to time in one or

CYPRESS ENERGY PARTNERS, L.P. Consolidated Statements of Operations For the Three Months and Years Ended December 31, 2016 and 2015 (in thousands, except unit and per unit data)

Cypress Energy Partners, L.P. 8-K Exhibit 99.1 Cypress Energy Partners, L.P. Announces Fourth Quarter 2016 Results TULSA, Oklahoma - (BUSINESS WIRE)?March 15th, 2017 Cypress Energy Partners, L.P. (NYSE:CELP) today reported: ? Our third consecutive quarter of slowly improving operating metrics. ? $26.7 million of cash on hand as of December 31, 2016, an increase of 7.2% from September 30, 2016. ? 3

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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): March 15, 2017 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) (Commi

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File No. 001-36260 CYPRESS ENERGY PARTNE

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Cypress Energy Partners, L.P. - 10-K Exhibit 21.1 Jurisdiction of Subsidiaries of the Partnership Incorporation / Formation Brown Integrity - PUC, LLC Delaware Brown Integrity, LLC Texas CF Inspection Management, LLC Delaware Cypress Energy Finance Corporation Delaware Cypress Energy Partners - 1804 SWD, LLC North Dakota Cypress Energy Partners - Bakken, LLC Delaware Cypress Energy Partners - Gras

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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): February 14, 2017 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) (Co

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Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 02)* Cypress Energy Partners LP (Name of Issuer) Common Stock (Title of Class of Securities) 232751107 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

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8-K 1 celp201611108k.htm FORM 8-K 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): November 9, 2016 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other j

CYPRESS ENERGY PARTNERS, L.P.

ex99-1.htm Exhibit 99.1 Cypress Energy Partners, L.P. Announces Third Quarter Results TULSA, Oklahoma.-(BUSINESS WIRE)?November 9, 2016 Cypress Energy Partners, L.P. (NYSE:CELP) today reported: ? Cash Distribution of $4.8 million to Unit Holders maintained at $0.406413 per unit, approximately 5% above the target minimum quarterly distribution of $0.3875 per unit. ? Our GP and sponsor continued tem

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celp2016083010q.htm Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO C

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celp201608128k.htm 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): August 11, 2016 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdiction of i

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ex99-1.htm Exhibit 99.1 Cypress Energy Partners, L.P. Announces Second Quarter Results TULSA, Oklahoma.-(BUSINESS WIRE)?August 11, 2016 Cypress Energy Partners, L.P. (NYSE:CELP) today reported: ? Cash Distribution of $4.8 million to Unit Holders maintained at $0.406413 per unit, approximately 5% above the target minimum quarterly distribution of $0.3875 per unit. ? Our GP and sponsor continued tem

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celp2016063010q.htm Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commis

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8-K 1 celp201605168k.htm FORM 8-K 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): May 16, 2016 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other juris

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ex99-1.htm EXHIBIT NO. 99.1 Cypress Energy Partners, L.P. Announces First Quarter Results TULSA, Oklahoma.-(BUSINESS WIRE)?May 16, 2016 Cypress Energy Partners, L.P. (NYSE:CELP) today reported: ? Cash Distribution of $4.8 million to Unit Holders maintained at $0.406413 per unit: approximately 5% above the MQD of $0.3875 per unit. ? Temporary sponsor support with relief of the quarterly $1.0 millio

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celp2016033110q.htm Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commi

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EX-99.1 2 ex99-1.htm EXHIBIT 99.1 EXHIBIT NO. 99.1 Cypress Energy Partners, L.P. Announces Fourth Quarter Results and Filing of Form 10-K TULSA, Oklahoma.-(BUSINESS WIRE)—March 23rd, 2016 Cypress Energy Partners, L.P. (NYSE:CELP) today reported: ● Q4 Cash Distribution to Unit Holders – Maintained at Q3 2015 rate ● Q4 2015 Adjusted EBITDA attributable to limited partners increased 27% compared to Q

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celp201603248k.htm 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): March 23, 2016 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdiction of in

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Exhibit 21.1 Jurisdiction of Subsidiaries of the Partnership Incorporation / Formation Brown Integrity - PUC, LLC Delaware Brown Integrity, LLC Texas CF Inspection Management, LLC Delaware Cypress Energy Finance Corporation Delaware Cypress Energy Partners - 1804 SWD, LLC North Dakota Cypress Energy Partners - Bakken, LLC Delaware Cypress Energy Partners - Grassy Butte SWD, LLC North Dakota Cypres

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Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* Cypress Energy Partners LP (Name of Issuer) Common Stock (Title of Class of Securities) 232751107 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

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ex99-1.htm EXHIBIT NO. 99.1 Cypress Energy Partners, L.P. Announces Third Quarter Results and Filing of Form 10-Q TULSA, Oklahoma.-(BUSINESS WIRE)?November 13th, 2015 Cypress Energy Partners, L.P. (NYSE:CELP) today reported: ? Q3 Cash Distribution to Unit Holders ? Maintained at Q2 2015 rate ? Coverage ratio of 2.34x on common units and 1.17x on all units outstanding ? Q3 2015 Adjusted EBITDA attr

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Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Numbe

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celp201511138k.htm 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): November 13, 2015 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdiction of

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ex99-1.htm EXHIBIT NO. 99.1 Cypress Energy Partners, L.P. Announces Second Quarter Results and Filing of Form 10-Q TULSA, Oklahoma.-(BUSINESS WIRE)?August 13th, 2015 Cypress Energy Partners, L.P. (NYSE:CELP) today reported: ? Cash Distribution to Unit Holders ? Maintained at Q1 2015 rate ? 2nd Quarter Adjusted EBITDA attributable to limited partners increases 2.4% compared to the same period last

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celp201508138k.htm 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): August 13, 2015 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdiction of i

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S-3/A 1 celp20150617s3a.htm FORM S-3/A As filed with the Securities and Exchange Commission on June 17, 2015 Registration No. 333-204786 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYPRESS ENERGY PARTNERS, L.P. CYPRESS ENERGY FINANCE CORPORATION* (Exact name of registrant as specified in

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celp20150617corresp.htm CYPRESS ENERGY PARTNERS, L.P. 5727 S. Lewis Avenue, Suite 300 Tulsa, Oklahoma 74105 (918) 748-3900 June 17, 2015 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Re: Cypress Energy Partners, L.P. Registration Statement on Form S-3 File No. 333-204786 Ladies and Gentlemen: Cypress Energy Partners, L.P

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): June 5, 2015 Cypress Energy Partn

celp20150602b8k.htm 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): June 5, 2015 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdiction of inc

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8-K 1 celp201505018k.htm FORM 8-K 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): June 5, 2015 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other juris

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celp20150603s3.htm Table Of Contents As filed with the Securities and Exchange Commission on June 5, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CYPRESS ENERGY PARTNERS, L.P. CYPRESS ENERGY FINANCE CORPORATION* (Exact name of registrant as specified in its charter) Delaware Delaw

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ex99-10K.htm Exhibit 99.1 Table Of Contents Table of Contents Page Item 8. Financial Statements and Supplementary Data 1 Table Of Contents ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 1 Table Of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Cypress Energy Partners, GP, LLC General Partner of Cypress Energy Partners, L.P. and the Limited Partn

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celp201505158k.htm 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): May 14, 2015 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

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celp201505078k.htm 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): May 4, 2015 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdiction of incor

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8-K 1 d902904d8k.htm 8-K 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): March 30, 2015 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdiction

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EX-99.1 Exhibit 99.1 Cypress Energy Partners, L.P. Announces Acquisition of Remaining 49.9% Interest in Tulsa Inspection Resources TULSA, Oklahoma.—(BUSINESS WIRE)—February 23rd, 2015 Cypress Energy Partners, L.P. (NYSE:CELP) today reported that it has acquired in an accretive all cash transaction the remaining 49.9% interest in Tulsa Inspection Resources, LLC (“TIR LLC”), Tulsa Inspection Resourc

AMENDED AND RESTATED OMNIBUS AGREEMENT CYPRESS ENERGY HOLDINGS, LLC, CYPRESS ENERGY MANAGEMENT, LLC, CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.P., CYPRESS ENERGY PARTNERS GP, LLC CYPRESS ENERGY PARTNERS – TIR, LLC FOLEY INSPECTION SERVI

EX-10.1 Exhibit 10.1 AMENDED AND RESTATED OMNIBUS AGREEMENT among CYPRESS ENERGY HOLDINGS, LLC, CYPRESS ENERGY MANAGEMENT, LLC, CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.P., CYPRESS ENERGY PARTNERS GP, LLC CYPRESS ENERGY PARTNERS – TIR, LLC FOLEY INSPECTION SERVICES ULC TULSA INSPECTION RESOURCES, LLC TULSA INSPECTION RESOURCES – CANADA ULC TULSA INSPECTION RESOURCES HOLDINGS, LLC AN

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

Form 8-K 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): February 20, 2015 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdiction of incorpora

Contribution, Conveyance and Assumption Agreement, dated February 20, 2015, by and among Cypress Energy Holdings, LLC, Cypress Energy Partners, LLC, Cypress Energy Partners, L.P., Cypress Energy Partners GP, LLC, Cypress Energy Partners – TIR, LLC, Mr. Charles C. Stephenson, Jr. and Ms. Cynthia Field (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed on February 23, 2015)

EX-2.1 Exhibit 2.1 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT BY AND AMONG CYPRESS ENERGY HOLDINGS, LLC CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.P. CYPRESS ENERGY PARTNERS GP, LLC CYPRESS ENERGY PARTNERS – TIR, LLC MR. CHARLES C. STEPHENSON, JR. AND MS. CYNTHIA FIELD Dated as of February 20, 2015 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT This Contribution, Conveyance

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SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CYPRESS ENERGY PARTNERS, L.P. (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 232751 107 (CUSIP Number) December 31, 2014 (Date of Event which Requires filing of this Statement) Check the appropriate box to designa

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

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8-K 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): October 21, 2014 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)

Adjusted EBITDA – Increased 14% over Q1 Net Income – Increased 40% over Q1 Coverage Ratio – Increased 21% over Q1 to 1.09X Cash Distribution – Increased 2.4% over MQD

EX-99.1 Exhibit 99.1 Cypress Energy Partners, L.P. Announces Second Quarter Results and Filing of Form 10-Q TULSA, Oklahoma.—(BUSINESS WIRE)—August 14, 2014 Cypress Energy Partners, L.P. (NYSE:CELP) today reported: Adjusted EBITDA – Increased 14% over Q1 Net Income – Increased 40% over Q1 Coverage Ratio – Increased 21% over Q1 to 1.09X Cash Distribution – Increased 2.4% over MQD Peter C. Boylan II

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 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): August 14, 2014 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) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36260 CYPRESS ENE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A Amendment No. 1 (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 00

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 14, 2014 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) (Commiss

Cypress Energy Partners, L.P. Unaudited Condensed Consolidated Balance Sheets (in thousands, except unit data) March 31, December 31, 2014 2013 (Recast) Assets Current assets: Cash and cash equivalents $ 24,032 $ 26,690 Trade accounts receivable, net

EX-99.1 Exhibit 99.1 Cypress Energy Partners, L.P. Announces First Quarter Results and Filing of Form 10-Q TULSA, Oklahoma.—(BUSINESS WIRE)—May 14, 2014 Cypress Energy Partners, L.P. (NYSE:CELP) today reported: • Revenue of $97.5 million for the three months ended March 31, 2014. • Declared cash distribution of $3.6 million or $0.301389 per unit for the period from January 21, 2014 (closing of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (MARK ONE) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-36260 CYPRESS EN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-K (MARK ONE) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROMTO Commission File No. 001-36260 CYPRESS ENERGY PARTNER

SUBSIDIARIES OF THE PARTNERSHIP Name Jurisdiction of Incorporation/ Formation Tulsa Inspection Resources PUC, LLC Delaware Cypress Energy Partners, LLC Delaware Cypress Energy Partners ? Pecos SWD, LLC Delaware Cypress Energy Partners ? Orla SWD, LLC

Exhibit 21.1 SUBSIDIARIES OF THE PARTNERSHIP Name Jurisdiction of Incorporation/ Formation Tulsa Inspection Resources PUC, LLC Delaware Cypress Energy Partners, LLC Delaware Cypress Energy Partners ? Pecos SWD, LLC Delaware Cypress Energy Partners ? Orla SWD, LLC Delaware Cypress Energy Partners ? Williams SWD, LLC Delaware Cypress Energy Partners ? Bakken, LLC Delaware Cypress Energy Partners ? T

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d689057d8k.htm FORM 8-K 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): March 5, 2014 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdic

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K/A

Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2014 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or other jurisdiction of incorpora

Stan Lybarger Elected to Cypress Energy Partners, L.P. Board of Directors

EX-99.1 Exhibit 99.1 Stan Lybarger Elected to Cypress Energy Partners, L.P. Board of Directors March 5, 2014 TULSA, Okla.—(BUSINESS WIRE)—The Board of Directors of the general partner of Cypress Energy Partners, L.P. (NYSE: CELP), a Delaware limited partnership (“Cypress”), has elected Stanley A. Lybarger to its board, effective March 5, 2014. With Lybarger’s election, the board of directors now h

Cypress Energy Partners, L.P. to Present at the Duff & Phelps 6th Annual Private Capital Conference

EX-99.2 Exhibit 99.2 Cypress Energy Partners, L.P. to Present at the Duff & Phelps 6th Annual Private Capital Conference March 5, 2014 TULSA, Okla.—(BUSINESS WIRE)—Cypress Energy Partners, L.P. (NYSE:CELP) (“Cypress”) announced today that Peter C. Boylan III, Chairman, President and Chief Executive Officer, will present at the Duff & Phelps 6th Annual Private Capital Conference in Houston, Texas o

OMNIBUS AGREEMENT CYPRESS ENERGY HOLDINGS, LLC, CYPRESS ENERGY MANAGEMENT, LLC, CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.P., CYPRESS ENERGY PARTNERS GP, LLC CYPRESS ENERGY PARTNERS – TIR, LLC FOLEY INSPECTION SERVICES ULC TULSA INSPECT

OMNIBUS AGREEMENT among CYPRESS ENERGY HOLDINGS, LLC, CYPRESS ENERGY MANAGEMENT, LLC, CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.

10.1 †

CYPRESS ENERGY PARTNERS, L.P. 2013 LONG-TERM INCENTIVE PLAN SECTION 1. Purpose of the Plan. This Cypress Energy Partners, L.P. 2013 Long-Term Incentive Plan (the “Plan”) has been adopted by Cypress Energy Partners GP, LLC, a Delaware limited liability company (the “Company”), the general partner of Cypress Energy Partners, L.P., a Delaware limited partnership (the “Partnership”). The Plan is inten

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 v3662298k.htm 8-K CURRENT REPORT 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 21, 2014 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or ot

First Amended and Restated Agreement of Limited Partnership of Cypress Energy Partners, L.P. dated as of January 21, 2014 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed on January 27, 2014)

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CYPRESS ENERGY PARTNERS, L.

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among CYPRESS ENERGY HOLDINGS, LLC CYPRESS ENERGY HOLDINGS II, LLC CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.P. CYPRESS ENERGY PARTNERS GP, LLC CYPRESS ENERGY PARTNERS – SBG, LLC

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among CYPRESS ENERGY HOLDINGS, LLC CYPRESS ENERGY HOLDINGS II, LLC CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.

Amended and Restated Limited Liability Company Agreement of Cypress Energy Partners GP, LLC dated as of January 21, 2014 (incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K filed on January 27, 2014)

CYPRESS ENERGY PARTNERS GP, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of January 21, 2014 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CYPRESS ENERGY PARTNERS GP, LLC This Amended and Restated Limited Liability Company Agreement (the “Agreement”), dated as of January 21, 2014, is entered into by Cypress Energy Holdings II, LLC, a Delaware limited liability company, as the sole Member of Cypress Energy Partners GP, LLC, the limited liability company to be governed by this Agreement (the “Company”) and shall be effective immediately.

- FORM S-8

As filed with the Securities and Exchange Commission on January 21, 2014 Registration No.

3,750,000 Common Units CYPRESS ENERGY PARTNERS, L.P. UNDERWRITING AGREEMENT

EXECUTION VERSION 3,750,000 Common Units CYPRESS ENERGY PARTNERS, L.P. UNDERWRITING AGREEMENT January 14, 2014 Raymond James & Associates, Inc. Robert W. Baird & Co. Incorporated Stifel, Nicolaus & Company, Incorporated BMO Capital Markets Corp. As Representatives of the Several Underwriters listed on Schedule I hereto c/o Raymond James & Associates, Inc. 880 Carillon Parkway St. Petersburg, Flori

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 14, 2014 CYPRESS ENERGY PARTNERS, L.P. (Exact name of Registrant as specified in its charter) Delaware 001-36260 61-1721523 (State or Other Jurisdiction (Commission (IRS Emplo

3,750,000 Common Units Representing Limited Partner Interests Cypress Energy Partners, L.P. TABLE OF CONTENTS Industry and Market Data Commonly Used Defined Terms PROSPECTUS SUMMARY Cypress Energy Partners, L.P. Overview Business Strategies Competiti

424B4 1 v365456424b4.htm 424B4 Filed Pursuant to Rule 424(b)(4) Registration No. 333-192328 PROSPECTUS 3,750,000 Common Units Representing Limited Partner Interests Cypress Energy Partners, L.P. This is our initial public offering. We are offering 3,750,000 common units. We have been approved to list our common units on the New York Stock Exchange under the symbol “CELP.” Prior to this offering, t

Form 8-A

8-A12B 1 v3649778a12b.htm FORM 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Cypress Energy Partners, L.P. (Exact name of registrant as specified in its charter) Delaware 61-1721523 (State of incorporation or organization) (I.R.S. Emp

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January 10, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Cypress Energy Partners, L.P. Registration Statement on Form S-1 (File No. 333-192328) Ladies and Gentlemen: As representatives of the underwriters of the proposed public offering of up to 4,312,500 common units of Cypress Energy Partners, L.P. (the “Partnership”), we hereby join the Partnership’s req

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Cypress Energy Partners, L.P. 5727 S. Lewis Ave., Suite 500 Tulsa, Oklahoma 74105 January 10, 2014 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: H. Roger Schwall Karina V. Dorin Division of Corporation Finance Re: Cypress Energy Partners, L.P. Registration Statement on Form S-1 File No. 333-192328 Ladies and Gentlemen:

CREDIT AGREEMENT Dated as of December 24, 2013 by and among CYPRESS ENERGY PARTNERS, L.P., as Borrowers’ Agent and a Borrower, CYPRESS ENERGY PARTNERS – TIR, LLC, CYPRESS ENERGY PARTNERS, LLC, TULSA INSPECTION RESOURCES, LLC, AND EACH ADDITIONAL BORR

Exhibit 10.5 EXECUTION VERSION CREDIT AGREEMENT Dated as of December 24, 2013 by and among CYPRESS ENERGY PARTNERS, L.P., as Borrowers’ Agent and a Borrower, CYPRESS ENERGY PARTNERS – TIR, LLC, CYPRESS ENERGY PARTNERS, LLC, TULSA INSPECTION RESOURCES, LLC, AND EACH ADDITIONAL BORROWER THAT BECOMES A SIGNATORY HERETO FROM TIME TO TIME, as joint and several Borrowers, DEUTSCHE BANK AG, NEW YORK BRAN

- S-1/A

As filed with the Securities and Exchange Commission on January 10, 2014 Registration No.

CREDIT AGREEMENT Dated as of December 24, 2013 by and among CYPRESS ENERGY PARTNERS, L.P., as Borrowers’ Agent and a Borrower, CYPRESS ENERGY PARTNERS – TIR, LLC, CYPRESS ENERGY PARTNERS, LLC, TULSA INSPECTION RESOURCES, LLC, AND EACH ADDITIONAL BORR

Exhibit 10.5 EXECUTION VERSION CREDIT AGREEMENT Dated as of December 24, 2013 by and among CYPRESS ENERGY PARTNERS, L.P., as Borrowers’ Agent and a Borrower, CYPRESS ENERGY PARTNERS – TIR, LLC, CYPRESS ENERGY PARTNERS, LLC, TULSA INSPECTION RESOURCES, LLC, AND EACH ADDITIONAL BORROWER THAT BECOMES A SIGNATORY HERETO FROM TIME TO TIME, as joint and several Borrowers, DEUTSCHE BANK AG, NEW YORK BRAN

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Cypress Energy Partners, L.P. 5727 S. Lewis Ave., Suite 500 Tulsa, Oklahoma 74105 January 6, 2014 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: H. Roger Schwall Norman von Holtzendorff Karina V. Dorin Division of Corporation Finance Re: Cypress Energy Partners, L.P. Amendment No. 3 to Registration Statement on Form S-1

- AMENDMENT NO. 5 TO FORM S-1

As filed with the Securities and Exchange Commission on January 6, 2014 Registration No.

OMNIBUS AGREEMENT CYPRESS ENERGY HOLDINGS, LLC, CYPRESS ENERGY MANAGEMENT, LLC, CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.P., CYPRESS ENERGY PARTNERS GP, LLC CYPRESS ENERGY PARTNERS – TIR, LLC FOLEY INSPECTION SERVICES ULC TULSA INSPECT

Exhibit 10.3 OMNIBUS AGREEMENT among CYPRESS ENERGY HOLDINGS, LLC, CYPRESS ENERGY MANAGEMENT, LLC, CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.P., CYPRESS ENERGY PARTNERS GP, LLC CYPRESS ENERGY PARTNERS – TIR, LLC FOLEY INSPECTION SERVICES ULC TULSA INSPECTION RESOURCES, LLC TULSA INSPECTION RESOURCES – CANADA ULC TULSA INSPECTION RESOURCES HOLDINGS, LLC TULSA INSPECTION RESOURCES – NO

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among CYPRESS ENERGY HOLDINGS, LLC CYPRESS ENERGY HOLDINGS II, LLC CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.P. CYPRESS ENERGY PARTNERS GP, LLC CYPRESS ENERGY PARTNERS – SBG, LLC

EX-10.1 5 v363640ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among CYPRESS ENERGY HOLDINGS, LLC CYPRESS ENERGY HOLDINGS II, LLC CYPRESS ENERGY PARTNERS, LLC CYPRESS ENERGY PARTNERS, L.P. CYPRESS ENERGY PARTNERS GP, LLC CYPRESS ENERGY PARTNERS – SBG, LLC CYPRESS ENERGY PARTNERS – TIR, LLC TULSA INSPECTION RESOURCES, LLC MR. CHARLES C. STEPHENSON, JR

[ ] Common Units CYPRESS ENERGY PARTNERS, L.P. UNDERWRITING AGREEMENT

EX-1.1 2 v363640ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 [ ] Common Units CYPRESS ENERGY PARTNERS, L.P. UNDERWRITING AGREEMENT January [ ], 2014 Raymond James & Associates, Inc. Robert W. Baird & Co. Incorporated Stifel, Nicolaus & Company, Incorporated BMO Capital Markets Corp. As Representatives of the Several Underwriters listed on Schedule I hereto c/o Raymond James & Associates, Inc. 880 Carillon Pa

CYPRESS ENERGY PARTNERS, L.P. List of Subsidiaries

EXHIBIT 21.1 CYPRESS ENERGY PARTNERS, L.P. List of Subsidiaries Name Jurisdiction of Organization Cypress Energy Partners, LLC Delaware Tulsa Inspection Resources, LLC Delaware Tulsa Inspection Resources – Canada ULC Canada Tulsa Inspection Resources Holdings, LLC Delaware Tulsa Inspection Resources – Nondestructive Examination, LLC Delaware

- S-1/A

As filed with the Securities and Exchange Commission on December 23, 2013 Registration No.

The First State

Exhibit 3.3 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “CYPRESS ENERGY PARTNERS – TIR, LLC”, FILED IN THIS OFFICE ON THE TWENTIETH DAY OF MAY, A.D. 2013, AT 11:50 O’CLOCK A.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 5337514 8100 AUTHEN

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT CYPRESS ENERGY PARTNERS - TIR, LLC A Delaware Limited Liability Company

Exhibit 3.4 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CYPRESS ENERGY PARTNERS - TIR, LLC A Delaware Limited Liability Company This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Cypress Energy Partners — TIR, LLC (the “Company”), is made and entered into as of [ ˜ ], [ ˜ ] by Cypress Energy Investments, LLC, a Delaware limited liability company and

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Cypress Energy Partners, L.P. 5757 S. Lewis Ave., Suite 500 Tulsa, Oklahoma 74105 December 18, 2013 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: H. Roger Schwall Norman von Holtzendorff Karina V. Dorin Division of Corporation Finance Re: Cypress Energy Partners, L.P. Amendment No. 2 to Registration Statement on Form S

Certificate of Limited Partnership of Cypress Energy Partners, L.P. (incorporated by reference to Exhibit 3.7 of our Registration Statement on Form S-1/A filed on December 17, 2013)

Exhibit 3.7 CERTIFICATE OF LIMITED PARTNERSHIP OF Cypress energy partners, l.p. This Certificate of Limited Partnership, dated September 19, 2013, has been duly executed and is filed pursuant to Section 17-201 of the Delaware Revised Uniform Limited Partnership Act (the “Act”) to form a limited partnership (the “Partnership”) under the Act. 1. Name. The name of the Partnership is “Cypress Energy P

Consent of Director Nominee

EXHIBIT 23.9 Consent of Director Nominee Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Cypress Energy Partners, L.P., the undersigned hereby consents to being named and described as a person who will become a director of Cypress Energy

10.3 †

Exhibit 10.4 CYPRESS ENERGY PARTNERS, L.P. 2013 LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), Cypress Energy Partners GP, LLC (the “Company”), as the general partner of Cypress Energy Partners, L.P. (the “Partnership”), hereby grants to the individual identified in the Gran

CREDIT AGREEMENT Dated as of December [__], 2013 by and among CYPRESS ENERGY PARTNERS, L.P., as Borrowers’ Agent and a Borrower, CYPRESS ENERGY PARTNERS – TIR, LLC, CYPRESS ENERGY PARTNERS, LLC, TULSA INSPECTION RESOURCES, LLC, AND EACH ADDITIONAL BO

Exhibit 10.5 CREDIT AGREEMENT Dated as of December [], 2013 by and among CYPRESS ENERGY PARTNERS, L.P., as Borrowers’ Agent and a Borrower, CYPRESS ENERGY PARTNERS – TIR, LLC, CYPRESS ENERGY PARTNERS, LLC, TULSA INSPECTION RESOURCES, LLC, AND EACH ADDITIONAL BORROWER THAT BECOMES A SIGNATORY HERETO FROM TIME TO TIME, as joint and several Borrowers, DEUTSCHE BANK AG, NEW YORK BRANCH, as Lender, Iss

- FORM S-1/A

As filed with the Securities and Exchange Commission on December 17, 2013 Registration No.

Certificate of Formation of Cypress Energy Partners GP, LLC (incorporated by reference to Exhibit 3.5 of our Registration Statement on Form S-1/A filed on December 17, 2013)

Exhibit 3.5 CERTIFICATE OF FORMATION OF CYPRESS ENERGY PARTNERS GP, LLC This Certificate of Formation, dated September 19, 2013, has been duly executed and is filed pursuant to Section 18-201 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company (the “Company”) under the Act. 1. Name. The name of the limited liability company is: Cypress Energy Partners GP,

CYPRESS ENERGY PARTNERS GP, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of December , 2013 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CYPRESS ENERGY PARTNERS GP, LLC

Exhibit 3.6 CYPRESS ENERGY PARTNERS GP, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of December , 2013 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CYPRESS ENERGY PARTNERS GP, LLC This Amended and Restated Limited Liability Company Agreement (the “Agreement”), dated as of December , 2013, is entered into by Cypress Energy Holdings II, LLC, a Delaware limite

STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION

Exhibit 3.3 STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION First: The name of the limited liability company is Tulsa Inspection Resources, LLC Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington Zip code 19801. The name of its Registered agent at such address is The Corporation Trust Company. Third: (Use this p

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Cypress Energy Partners, L.P. 5757 S. Lewis Ave., Suite 500 Tulsa, Oklahoma 74105 December 17, 2013 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: H. Roger Schwall Norman von Holtzendorff Karina V. Dorin Division of Corporation Finance Re: Cypress Energy Partners, L.P. Amendment No. 2 to Registration Statement on Form S

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CYPRESS ENERGY PARTNERS, L.P. 5727 S. Lewis Avenue, Suite 500 Tulsa, Oklahoma 74105 December 2, 2013 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attn: H. Roger Schwall Norman von Holtzendorff Re: Cypress Energy Partners, L.P. Registration Statement on Form S-1 Filed November 27, 2013 File No. 333-192328 Ladies and Gent

SEVENTH AMENDMENT TO LOAN AGREEMENTS AND NOTES

SEVENTH AMENDMENT TO LOAN AGREEMENTS AND NOTES THIS SEVENTH AMENDMENT TO LOAN AGREEMENTS AND NOTES (this “Amendment”), dated as of October 11th, 2013, is made among TULSA INSPECTION RESOURCES, INC.

ASSIGNMENT AND ASSUMPTION

ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between TRIANGLE MEZZANINE FUND, LLLP, a North Carolina limited liability limited partnership, FIDUS MEZZANINE CAPITAL, L.

Cypress Energy Partners, L.P. 2013 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-192328), initially filed by the Registrant on November 13, 2013, as amended)

CYPRESS ENERGY PARTNERS, L.P. 2013 LONG-TERM INCENTIVE PLAN SECTION 1. Purpose of the Plan. This Cypress Energy Partners, L.P. 2013 Long-Term Incentive Plan (the “Plan”) has been adopted by Cypress Energy Partners GP, LLC, a Delaware limited liability company (the “Company”), the general partner of Cypress Energy Partners, L.P., a Delaware limited partnership (the “Partnership”). The Plan is inten

ACCOUNT PURCHASE AGREEMENT

EX-10.17 8 v361424ex10-17.htm EXHIBIT 10.17 Exhibit 10.17 ACCOUNT PURCHASE AGREEMENT This Account Purchase Agreement, dated as of February 29, 2012, is entered into between Wells Fargo Bank, National Association (together with its participants, successors and assigns, “WFB”), and Tulsa Inspection Resources, Inc., an Oklahoma corporation (the “Customer”). RECITALS (A) WFCFCC and each Subsidiary Cus

FIFTH AMENDMENT TO LOAN AGREEMENTS

Exhibit 10.11 FIFTH AMENDMENT TO LOAN AGREEMENTS THIS FIFTH AMENDMENT TO LOAN AGREEMENTS (this “Amendment”), dated as of April 11, 2013, is made among TULSA INSPECTION RESOURCES, INC., an Oklahoma corporation (the “Borrower”), Tulsa Inspection Resources-Nondestructive Examination, Inc., an Oklahoma corporation (“TIR-NE”), REGENT PRIVATE CAPITAL, LLC, an Oklahoma limited liability company (the “Spo

SIXTH AMENDMENT TO ACCOUNT PURCHASE AGREEMENT

SIXTH AMENDMENT TO ACCOUNT PURCHASE AGREEMENT THIS SIXTH AMENDMENT (this “Amendment”), dated as of August 20, 2013, is entered into by and between Tulsa Inspection Resources, Inc.

SIXTH AMENDMENT TO LOAN AGREEMENTS

SIXTH AMENDMENT TO LOAN AGREEMENTS THIS SIXTH AMENDMENT TO LOAN AGREEMENTS (this “Amendment”), dated as of August 20, 2013, is made among TULSA INSPECTION RESOURCES, INC.

FIFTH AMENDMENT TO ACCOUNT PURCHASE AGREEMENT

Exhibit10.22 FIFTH AMENDMENT TO ACCOUNT PURCHASE AGREEMENT THIS FIFTH AMENDMENT (this “Amendment”), dated as of April 11, 2013, is entered into by and between Tulsa Inspection Resources, Inc., an Oklahoma corporation (the “Customer”), and Wells Fargo Bank, National Association (together with its participants, successors and assigns, “WFB”). RECITALS The Customer and WFB are parties to an Account P

ASSIGNMENT AND ASSUMPTION

ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between TRIANGLE MEZZANINE FUND, LLLP, a North Carolina limited liability limited partnership, FIDUS MEZZANINE CAPITAL, L.

SEVENTH AMENDMENT TO ACCOUNT PURCHASE AGREEMENT

EX-10.24 12 v361424ex10-24.htm EXHIBIT 10.24 Exhibit10.24 SEVENTH AMENDMENT TO ACCOUNT PURCHASE AGREEMENT THIS SEVENTH AMENDMENT (this “Amendment”), dated as of November 7, 2013, is entered into by and between Tulsa Inspection Resources, Inc., an Oklahoma corporation (the “Customer”), and Wells Fargo Bank, National Association (together with its participants, successors and assigns, “WFB”). RECITA

- FORM S-1/A

As filed with the Securities and Exchange Commission on November 27, 2013 Registration No.

FIRST AMENDMENT TO ACCOUNT PURCHASE AGREEMENT

EX-10.18 9 v361424ex10-18.htm EXHIBIT 10.18 FIRST AMENDMENT TO ACCOUNT PURCHASE AGREEMENT THIS FIRST AMENDMENT (this “Amendment”), dated as of September 6, 2012, is entered into by and between Tulsa Inspection Resources, Inc., an Oklahoma corporation (the “Customer”), and Wells Fargo Bank, National Association (together with its participants, successors and assigns, “WFB”). RECITALS The Customer a

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Cypress Energy Partners, L.P. 5757 S. Lewis Ave., Suite 500 Tulsa, Oklahoma 74105 November 27, 2013 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: H. Roger Schwall Division of Corporation Finance Re: Cypress Energy Partners, L.P. Amendment No. 1 to Registration Statement on Form S-1 Filed November 19, 2013 File No. 333-

- FORM S-1/A

As filed with the Securities and Exchange Commission on November 19, 2013 Registration No.

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Cypress Energy Partners, L.P. 5757 S. Lewis Ave., Suite 500 Tulsa, Oklahoma 74105 November 19, 2013 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: H. Roger Schwall Division of Corporation Finance Re: Cypress Energy Partners, L.P. Confidential Draft Registration Statement on Form S-1 Submitted October 31, 2013 CIK No. 15

Consent of Director Nominee

Exhibit 23.8 Consent of Director Nominee Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Cypress Energy Partners, L.P., the undersigned hereby consents to being named and described as a person who will become a director of Cypress Energy

Consent of Director Nominee

Exhibit 23.7 Consent of Director Nominee Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Cypress Energy Partners, L.P., the undersigned hereby consents to being named and described as a person who will become a director of Cypress Energy

Registration Statement - FORM S-1

As filed with the Securities and Exchange Commission on November 13, 2013 Registration No.

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DRS/A 1 filename1.htm SUBMITTED CONFIDENTIALLY TO THE DIVISION OF CORPORATION FINANCE ON OCTOBER 31, 2013 As filed with the Securities and Exchange Commission on , 2013 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Confidential Draft Submission No. 2 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cypress Energy Partners, L.P. (Exact

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Cypress Energy Partners, L.P. 5757 S. Lewis Ave., Suite 500 Tulsa, Oklahoma 74105 October 31, 2013 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: H. Roger Schwall Division of Corporation Finance Re: Cypress Energy Partners, L.P. Confidential Draft Registration Statement on Form S-1 Submitted September 20, 2013 CIK No. 1

LIMITED PARTNERSHIP AGREEMENT CYPRESS ENERGY PARTNERS, L.P.

Exhibit 3.1 LIMITED PARTNERSHIP AGREEMENT OF CYPRESS ENERGY PARTNERS, L.P. This LIMITED PARTNERSHIP AGREEMENT (this “Agreement”), effective as of September 19, 2013, of Cypress Energy Partners, l.p. (the “Partnership”) is entered into by and among Cypress Energy Partners GP, LLC, a Delaware limited liability company, as general partner of the Partnership (the “General Partner”), and Cypress Energy

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DRS 1 filename1.htm SUBMITTED CONFIDENTIALLY TO THE DIVISION OF CORPORATION FINANCE ON SEPTEMBER 20, 2013 As filed with the Securities and Exchange Commission on , 2013 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Cypress Energy Partners, L.P. (Exact name of Registrant as Specified in