FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/04/2014 |
3. Issuer Name and Ticker or Trading Symbol
Southcross Energy Partners, L.P. [ SXE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Units | 2,116,400 | I | See footnotes(1)(2)(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Convertible Units | (5) | (5) | Common Units | 14,633,000 | (5) | I | See footnotes(1)(2)(3)(4)(5) |
Subordinated Units | (6) | (6) | Common Units | 12,213,713 | (6) | I | See footnotes(1)(2)(3)(4)(6) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This statement is being filed by each of EIG BlackBrush Holdings LLC ("EIG BB"), EIG Management Company, LLC ("EIG Management"), EIG Asset Management, LLC ("EIG Asset"), EIG Global Energy Partners, LLC ("EIG Global"), The R. Blair Thomas 2010 Irrevocable Trust ("RBT Trust") and R. Blair Thomas. We refer to EIG BB, EIG Management, EIG Asset, EIG Global, RBT Trust and Mr. Thomas, collectively, as the "Reporting Persons." |
2. (Continuation of Footnote 1) - Mr. Thomas is the sole trustee of RBT Trust, which is a member of EIG Global, which owns a majority of (and is manager of) EIG Asset, which is the sole member of EIG Management, which is the manager of EIG BB. EIG BB owns 51.14% of the membership interest in BlackBrush TexStar GP LLC, which is the general partner of BlackBrush TexStar LP ("BBTS"). EIG BB owns 51.14% of the limited partner interest in BBTS. BBTS is the sole member of BBTS Guarantor GP LLC, which is the general partner of BBTS Guarantor LP, which is the sole member of BBTS Borrower GP LLC, which is the general partner of BBTS Borrower LP, which owns 70.4% of the limited partner interest in Southcross Holdings LP ("Holdings") and 70.4% of Southcross Holdings GP LLC ("Holdings GP"). |
3. (Continuation of Footnote 1) - Holdings GP is the general partner of Holdings, which is the sole member of Southcross Holdings Guarantor GP LLC, which is the general partner of Southcross Holdings Guarantor LP, which is the sole member of Southcross Holdings Borrower GP LLC, which is the general partner of Southcross Holdings Borrower LP ("Borrower"), which directly owns all of the Common Units, Class B Convertible Units and Subordinated Units reported herein. As a result of the relationship of the Reporting Persons to Borrower, the Reporting Persons may be deemed to indirectly beneficially own the securities reported herein held by Borrower. |
4. (Continuation of Footnote 1) - 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. |
5. The Class B Convertible Units will be converted into Common Units on a one-for-one basis on the Class B Conversion Date (as defined in the Issuer's Third Amended and Restated Agreement of Limited Partnership dated August 4, 2014 (the "SXE Partnership Agreement")). The Class B Convertible Units have no expiration date. |
6. The Subordinated Units will be converted into Common Units on a one-for-one basis on the expiration of the Subordination Period (as defined in the SXE Partnership Agreement). The Subordinated Units have no expiration date. |
Remarks: |
EIG Asset Management, LLC is in the process of securing its EDGAR filing code and will be added to this filing by amendment upon the receipt of such filing code. |
EIG BLACKBRUSH HOLDINGS LLC - By: EIG Management Company, LLC, its Manager - By: /s/ R. Blair Thomas, R. Blair Thomas, Chief Executive Officer | 08/14/2014 | |
EIG BLACKBRUSH HOLDINGS LLC - By: EIG Management Company, LLC, its Manager - By: /s/ Robert L. Vitale, Robert L. Vitale, General Counsel | 08/14/2014 | |
EIG MANAGEMENT COMPANY, LLC - By: /s/ R. Blair Thomas R. Blair Thomas, Chief Executive Officer | 08/14/2014 | |
EIG MANAGEMENT COMPANY, LLC - By: By: /s/ Robert L. Vitale Robert L. Vitale, General Counsel | 08/14/2014 | |
EIG ASSET MANAGEMENT, LLC - By: /s/ R. Blair Thomas, R. Blair Thomas, Chief Executive Officer | 08/14/2014 | |
EIG ASSET MANAGEMENT, LLC - By: /s/ Robert L. Vitale, Robert L. Vitale, General Counsel | 08/14/2014 | |
EIG GLOBAL ENERGY PARTNERS, LLC - By: /s/ R. Blair Thomas, R. Blair Thomas, Chief Executive Officer | 08/14/2014 | |
EIG GLOBAL ENERGY PARTNERS, LLC - By: /s/ Robert L. Vitale, Robert L. Vitale, General Counsel | 08/14/2014 | |
THE R. BLAIR THOMAS 2010 IRREVOCABLE TRUST - By: /s/ R. Blair Thomas, R. Blair Thomas, Trustee | 08/14/2014 | |
/s/ R. Blair Thomas | 08/14/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |