SEC Form 3 · accession 0001140361-17-046039
Southcross Energy Partners, L.P. · SXE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common UnitsF1,F2,F3 | holding | — | — | — | 6,616,400 | I | Southcross Holdings Borrower LP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Convertible UnitsF2,F3,F4 | — | holding | — | — | — | — | — | Common Units (Limited Partnership Interests) | 15,958,990 | — | I |
| Subordinated UnitsF2,F3,F5 | — | holding | — | — | — | — | — | Common Units (Limited Partnership Interests) | 12,213,713 | — | I |
Explanation of responses
- F1The number of Common Units reflect the number held as of January 1, 2016.
- F2Mr. Wade is a trustee of each of the Randall Wade 2010 Irrevocable Trust (the "RW Trust") and the Kristina Wade 2010 Irrevocable Trust (the "KW Trust"). The RW Trust and the KW Trust are members of EIG Global Energy Partners, LLC, which owns a majority of (and is manager of) EIG Asset Management, LLC, which is the sole member of EIG Management Company, LLC, which is the manager of EIG BBTS Holdings, LLC ("EIG BB"). EIG BB owns 33.33% of the limited partner interest in Southcross Holdings LP ("Holdings") and 33.33% of Southcross Holdings GP LLC ("Holdings GP").
- F3Holdings GP is the general partner of Holdings. Holdings holds 99% of the membership interests of Southcross Holdings Guarantor GP LLC ("Guarantor GP") and 99.8% of Southcross Holdings Guarantor LP ("Guarantor"). Guarantor GP is the general partner of, and holds the remaining 0.2% of Guarantor. The remaining 1% of the membership interests of Guarantor GP are held by Southcross Holdings Intermediary LLC, which is owned 100% by Holdings. Guarantor is the sole member of Southcross Holdings Borrower GP LLC ("Borrower GP") and owns 100% of the limited partnership interest of Southcross Holdings Borrower LP ("Borrower"), which directly owns all of the securities reported herein. Borrower GP is the general partner of Borrower. As a result of the relationship of the Reporting Persons to Borrower, each Reporting Person may be deemed to indirectly beneficially own the securities reported herein held by Borrower.
- F4The Class B Convertible Units convert into Common Units at the Class B Conversion Rate (as defined in the Issuer's Third Amended and Restated Agreement of Limited Partnership dated August 4, 2014 (the "Partnership Agreement") on the Class B Conversion Date (as defined in the Partnership Agreement). The number of Class B Convertible Units reflect the number held as of January 1, 2016.
- F5The Subordinated Units convert into Common Units on a one-for-one basis on the expiration of the Subordination Period (as defined in the Partnership Agreement). The number of Subordinated Units reflect the number held as of January 1, 2016.
Remarks
The Reporting Persons became a 10% Owner of the Issuer on January 1, 2016. Transactions with respect to securities of the Issuer from and after January 1, 2016, with respect to the Reporting Persons have been previously reported on Form 4s; however, an initial Form 3 inadvertently was not filed at the time the Reporting Persons became a 10% Owner. On December 1, 2017, Randall S. Wade became a director of Southcross Energy Partners GP, LLC, the general partner of the Issuer (the "General Partner"). The Issuer is managed by the General Partner. Each Reporting Person disclaims beneficial ownership of the securities reported herein (except to the extent of such Reporting Person's indirect pecuniary interest in such securities), and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.