Filed by Southcross Energy Partners, L.P.
Commission File No. 001-35719
Pursuant to Rule 425 Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Southcross Energy Partners, L.P.
Commission File No.: 001-35719
The
following is an email sent to employees of Southcross Energy Partners GP, LLC on November 20, 2017.
AMID / SXE INTEGRATION UPDATE
November 20, 2017
INTEGRATION LEADERSHIP STRUCTURE
On Nov. 7, AMID and SXE leadership teams came together to launch the planning phase of the integration of these two companies. One of the first orders
of business at the official kickoff meeting was a discussion about AMIDs integration process approach. Functional area leaders had the opportunity to meet with their counterparts to begin planning the pre-close planning activities.
Board Oversight Committee
AMID has a Board Oversight Committee
that will provide strategic input and guidance throughout the process. The Steering Committee will provide monthly progress updates to the Board Oversight Committee.
Steering Committee
The Steering Committee will ensure alignment
on corporate objectives, foster team engagement, and provide general oversight. The Integration Director is a member of the Steering Committee, and will lead the integration management process to provide planning, facilitation and coordination with
the function integration management leads.
Functional Team Leads
The functional teams will have representation from each company in the following areas which will be putting together detailed plans for integrating the
businesses after closing.
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Area
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AMID Team Lead
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SXE Team Lead
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Accounting
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VP, CAO, Corp Controller
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VP, Controller
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Commercial Gathering & Processing
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VP Gathering & Terminals
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SVP & Chief Comm Off.
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Commercial Natural Gas Services
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SVP Commercial Services
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SVP & Chief Comm Off.
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EHS & Regulatory
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Dir. EHS&R
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Dir. EHS&T and Mgr Regulatory
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Finance & Treasury
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Dir. Finance and Mgr Treasury
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VP, Controller and Mgr Finance
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Human Resources
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Sr. Dir HR
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Dir. HR
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IT
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VP IT
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Dir. IT
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Internal Audit
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Sr. Dir. Internal Audit
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Mgr Internal Audit
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Legal
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Sr. Counsel
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Dir. Legal Affairs
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Ops Services & Control Center
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VP Operations and
Dir. Operations Control
Ctr
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SVP Operations and
Dir.
Measurement
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Technical & Shared Services
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VP Technical Services
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SVP Engineering
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Project management (PM) of the integration process is being provided by the Integration Team. They provide a wide range of
support facilitation of weekly project meetings and preparation of bi-weekly functional team updates.
LIFECYCLE OF THE INTEGRATION PROCESS
Integration resources will begin validating preliminary plans that have been drafted to support activities during three key integration phases:
Phase One: Pre-Close Planning
During Phase One, AMID and
Southcross will still be operating as separate companies. Activities performed during this phase will be closely monitored to ensure they comply with applicable regulatory requirements and legal restrictions. Some of the key outputs of this phase
include:
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Evaluation of existing roles, processes, systems and policies
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Design of the new organization
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Identification of critical items that need to be in place on Day 1
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Phase Two: Integration Begins at
Closing
The objective of Phase Two is to ensure that the newly combined company operates successfully. This phase will address:
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Announcement of the new organization
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Emergency response plans that must be in place immediately upon close
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Assimilation to AMIDs policies, processes, systems and practices on Day 1 and beyond
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During this phase,
functional teams will be working to an accelerated timeline to execute plans and work through new challenges and opportunities that arise. Good communication and rapid response will be key for our success during this short period. We will reply upon
every employee of the new organization to be involved, engaged, and active.
Phase Three: Beyond Integration Delivering the Integration Value
It will be critical that we establish and achieve long-term goals that align with our vision of the new organization. This will include things such
as:
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Ongoing identification of opportunities for incremental optimization
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Implementation of metrics and reporting mechanisms to mark our success
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Communication of progress
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All of the integration work involves planning for how the integrated company
will operate after the transaction closes. Until the transaction is completed, the parties remain separate and independent competitors in the market, and it remains business as usual for each company
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Forward Looking Statements
This employee communication
and accompanying statements may contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements that are not statements of historical facts,
including statements regarding SXEs future financial position, results, business strategy, guidance, distribution growth, and plans and objectives of management for future operations, are forward-looking statements. We have used the words
anticipate, believe, could, estimate, expect, intend, may, plan, predict, project, should, will,
would, potential, and similar terms and phrases to identify forward-looking statements in this
communication. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions could be inaccurate, and, therefore, we cannot assure
you that the forward-looking statements included herein will prove to be accurate. These forward-looking statements reflect our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and
other factors, many of which are outside our control. Additional risks include the following: the ability to obtain requisite regulatory and unitholder approval and the satisfaction of the other conditions to the consummation of the proposed
transaction, the ability of AMID to successfully integrate SXEs operations and employees and realize anticipated synergies and cost savings, actions by third parties, the potential impact of the announcement or consummation of the proposed
transaction on relationships, including with employees, suppliers, customers, competitors and credit rating agencies, and the ability to achieve revenue and other financial growth, and volatility in the price of oil, natural gas, and natural gas
liquids and the credit market. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors which are described in greater detail in our filings
with the SEC. Please see SXE and AMIDs Risk Factors and other disclosures included in their Annual Reports on Form 10-K for the year ended December 31, 2016, and Quarterly Reports on Form 10-Q for the quarter ended
March 31, 2017, the quarter ended June 30, 2017 and the quarter ended September 30, 2017. All future written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their
entirety by the previous statements. The forward-looking statements herein speak as of the date of this employee communication. SXE and AMID undertake no obligation to update any information contained herein or to publicly release the results of any
revisions to any forward-looking statements that may be made to reflect events or circumstances that occur, or that we become aware of, after the date of this employee communication.
Additional Information and Where to Find It
This
employee communication relates to a proposed business combination between SXE and AMID. In connection with the proposed transaction, SXE and/or AMID expects to file a proxy statement/prospectus and other documents with the SEC.
In connection with the Merger, AMID intends to file a registration statement on Form S-4, including a proxy statement/prospectus of SXE and AMID, with the
SEC. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Any definitive proxy statement/prospectus (if and when available) will be mailed to unitholders of SXE. Investors and security holders will be able to obtain these materials (if and when they are available) free of charge at the
SECs website, www.sec.gov. In addition, copies of any documents filed with the SEC may be obtained free of charge from SXEs investor relations website for investors at http://investors.southcrossenergy.com, and from AMIDs investor
relations website at http://www.americanmidstream.com/investorrelations. The content of the websites referenced above are not deemed to be incorporated by reference into the registration statement or the proxy statement/prospectus. Investors and
security holders may also read and copy any reports, statements and other information filed by AMID and SXE with the SEC at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit
the SECs website for further information on its public reference room.
No Offer or Solicitation
This employee communication is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or
a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
AMID and SXE and their respective directors and executive officers may be considered participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding SXEs directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 9, 2017. Information regarding
AMIDs directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 28, 2017. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.