SEC Form 4 · accession 0001140361-16-065965
Southcross Energy Partners, L.P. · SXE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jason H Downie
10% Owner
Edward Herring
10% Owner
Tailwater Capital LLC
10% Owner
TW GP EF-1, LP
10% Owner
TAILWATER ENERGY FUND I, LP
10% Owner
TW/LM GP Sub, LLC
10% Owner
TW GP EF-1 GP, LLC
10% Owner
Tailwater Holdings, LP
10% Owner
TW GP Holdings, LLC
10% Owner
TW Southcross Aggregator LP
10% Owner
Period of report
May 13, 2016
Accepted (ET)
May 17, 2016 · 4:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001547638
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1,F2 | May 13, 2016 | J | 359,459 | $1.48 | A | 15,005,588 | I | By Southcross Holdings Borrower LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 17, 2016, Holdings (as defined below) and the Issuer entered into an equity cure contribution agreement (the "Equity Cure Agreement") related 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, the "Revolving Credit Agreement"). Under the terms of the Revolving Credit Agreement, the Issuer has the right to cure any default with respect to a financial covenant in the Revolving Credit Agreement 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.
- F2Pursuant to the Equity Cure Agreement, on May 13, 2016 (the "Contribution Date"), Borrower contributed from cash on hand $532,000 (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, 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 consecutive trading days ending on the second trading day prior to the Contribution Date ("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 (as defined below) received 359,459 Common Units from Issuer at $1.48 per Common Unit.
Remarks
See Exhibit 99.1