SEC Form 4 · accession 0001179110-16-023809
Southcross Energy Partners, L.P. · SXE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Southcross Holdings LP
Director · 10% Owner
Southcross Holdings Guarantor LP
10% Owner
Southcross Holdings Borrower LP
10% Owner
Southcross Holdings GP, LLC
Director · 10% Owner
Southcross Holdings Guarantor GP LLC
10% Owner
Southcross Holdings Borrower GP LLC
10% Owner
Period of report
May 2, 2016
Accepted (ET)
May 4, 2016 · 6:53 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,F3 | May 2, 2016 | J | 8,029,729 | $1.48 | A | 14,646,129 | I | By Southcross Holdings Borrower LP |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On 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.
- F2Pursuant 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.
- F3The 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.
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.