Statement of Changes in Beneficial Ownership (4)
May 04 2016 - 6:54PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Southcross Holdings LP
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2. Issuer Name
and
Ticker or Trading Symbol
Southcross Energy Partners, L.P.
[
SXE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
C/O SOUTHCROSS ENERGY PARTNERS, L.P., 1717 MAIN STREET, SUITE 5200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/2/2016
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(Street)
DALLAS, TX 75201
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Units
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5/2/2016
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J
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8029729
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A
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$1.48
(1)
(2)
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14646129
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I
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By Southcross Holdings Borrower LP
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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On March 17, 2016, Southcross Holdings LP ("Holdings") and the Issuer entered into an Equity Cure Contribution Agreement (the "Equity Cure Agreement") relating to that certain Third Amended and Restated Revolving Credit Agreement, dated as of August 4, 2014, among the Issuer, as borrower, Wells Fargo Bank, N.A. as administrative agent, UBS Securities LLC and Barclays Bank PLC, as co-syndication agents, JPMorgan Chase Bank, N.A., as documentation agent, and the lenders party thereto, as amended by the First Amendment thereto, dated as of May 7, 2015 (as amended, the "Revolving Credit Agreement"). Pursuant to the terms of the Revolving Credit Agreement, the Issuer has the right to cure a default with respect to a financial covenant by having Holdings purchase equity interests in or make capital contributions to the Issuer that result in proceeds that would satisfy the requirements of such financial covenant.
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(
2)
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Pursuant to the Equity Cure Agreement, on March 30, 2016, Holdings contributed from cash on hand $11,884,000 (the "Contribution Amount") to the Issuer to fund an equity cure in connection with a default with respect to a financial covenant in the Revolving Credit Agreement. Pursuant to the terms of the Equity Cure Agreement, in exchange for the Contribution Amount, Southcross Holdings Borrower LP ("Borrower") was entitled to receive a number of Common Units based on the volume weighted daily average price of a Common Unit, as reported on the New York Stock Exchange, for the 15 trading days beginning on April 7, 2016 ("VWAP"), provided that the VWAP was not less than $0.89 per Common Unit and not greater than $1.48 per Common Unit ("VWAP Ceiling"). The VWAP exceeded the VWAP Ceiling, and Borrower received 8,029,729 Common Units from Issuer at $1.48 per Common Unit on May 2, 2016.
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(
3)
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The Common Units are owned directly by Borrower, which is owned 100% by Southcross Holdings Guarantor LP ("Guarantor"), and its non-economic general partner interest is held by Southcross Holdings Borrower GP LLC ("Borrower GP"), which is owned 100% by Guarantor. Guarantor is owned 100% by Holdings, and its non-economic general partner interest is held by Southcross Holdings Guarantor GP LLC ("Guarantor GP"), which is owned 100% by Holdings. The non-economic general partner interest of Holdings is held by Southcross Holdings GP LLC ("Holdings GP"). Borrower GP, Guarantor, Guarantor GP, Holdings, and Holdings GP are indirect beneficial owners of the reported securities.
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Remarks:
This Form 4 is filed jointly by Southcross Holdings LP, Southcross Holdings GP LLC, Southcross Holdings Guarantor LP, Southcross Holdings Guarantor GP LLC, Southcross Holdings Borrower LP, and Southcross Holdings Borrower GP LLC.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Southcross Holdings LP
C/O SOUTHCROSS ENERGY PARTNERS, L.P.
1717 MAIN STREET, SUITE 5200
DALLAS, TX 75201
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X
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X
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See Remarks
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Southcross Holdings GP, LLC
C/O SOUTHCROSS ENERGY PARTNERS, L.P.
1717 MAIN STREET, SUITE 5200
DALLAS, TX 75201
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X
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X
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See Remarks
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Southcross Holdings Guarantor LP
C/O SOUTHCROSS ENERGY PARTNERS, L.P.
1717 MAIN STREET, SUITE 5200
DALLAS, TX 75201
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X
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See Remarks
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Southcross Holdings Guarantor GP LLC
C/O SOUTHCROSS ENERGY PARTNERS, L.P.
1717 MAIN STREET, SUITE 5200
DALLAS, TX 75201
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X
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See Remarks
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Southcross Holdings Borrower LP
C/O SOUTHCROSS ENERGY PARTNERS, L.P.
1717 MAIN STREET, SUITE 5200
DALLAS, TX 75201
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X
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See Remarks
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Southcross Holdings Borrower GP LLC
C/O SOUTHCROSS ENERGY PARTNERS, L.P.
1717 MAIN STREET, SUITE 5200
DALLAS, TX 75201
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X
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See Remarks
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Signatures
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/s/ John E. Bonn, Chief Executive Officer of the General Partner of Southcross Holdings LP
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5/4/2016
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**
Signature of Reporting Person
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Date
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/s/ John E. Bonn, Chief Executive Officer of Southcross Holdings GP LLC
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5/4/2016
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**
Signature of Reporting Person
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Date
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/s/ John E. Bonn, Chief Executive Officer of the General Partner of Southcross Holdings Guarantor LP
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5/4/2016
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**
Signature of Reporting Person
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Date
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/s/ John E. Bonn, Chief Executive Officer of Southcross Holdings Guarantor GP LLC
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5/4/2016
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**
Signature of Reporting Person
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Date
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/s/ John E. Bonn, Chief Executive Officer of the General Partner of Southcross Holdings Borrower LP
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5/4/2016
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**
Signature of Reporting Person
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Date
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/s/ John E. Bonn, Chief Executive Officer of Southcross Holdings Borrower GP LLC
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5/4/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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