(1) NAME OF FILING PARTIES
|
|||
BBTS Borrower LP
|
|||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x] (1)
|
||
(b) [_]
|
|||
(3) SEC USE ONLY
|
|||
(4) SOURCE OF FUNDS
|
|||
OO
|
|||
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
(7) SOLE VOTING POWER
|
||
0
|
|||
(8) SHARED VOTING POWER
|
|||
28,963,113(2)
|
|||
(9) SOLE DISPOSITIVE POWER
|
|||
0
|
|||
(10) SHARED DISPOSITIVE POWER
|
|||
28,963,113(2)
|
|||
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
28,963,113(2)
|
|||
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
||
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
57.2%(3)
|
|||
(14) TYPE OF REPORTING PERSON
|
|||
PN - limited partnership
|
(1) NAME OF FILING PARTIES
|
|||
BBTS Borrower GP LLC
|
|||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x] (1)
|
||
(b) [_]
|
|||
(3) SEC USE ONLY
|
|||
(4) SOURCE OF FUNDS
|
|||
OO
|
|||
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Massachusetts
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
(7) SOLE VOTING POWER
|
||
0
|
|||
(8) SHARED VOTING POWER
|
|||
28,963,113(2)
|
|||
(9) SOLE DISPOSITIVE POWER
|
|||
0
|
|||
(10) SHARED DISPOSITIVE POWER
|
|||
28,963,113(2)
|
|||
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
28,963,113(2)
|
|||
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
||
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
57.2%(3)
|
|||
(14) TYPE OF REPORTING PERSON
|
|||
OO – limited liability company
|
(1) NAME OF FILING PARTIES
|
|||
BBTS Guarantor LP
|
|||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x] (1)
|
||
(b) [_]
|
|||
(3) SEC USE ONLY
|
|||
(4) SOURCE OF FUNDS
|
|||
OO
|
|||
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
(7) SOLE VOTING POWER
|
||
0
|
|||
(8) SHARED VOTING POWER
|
|||
28,963,113(2)
|
|||
(9) SOLE DISPOSITIVE POWER
|
|||
0
|
|||
(10) SHARED DISPOSITIVE POWER
|
|||
28,963,113(2)
|
|||
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
28,963,113(2)
|
|||
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
||
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
57.2%(3)
|
|||
(14) TYPE OF REPORTING PERSON
|
|||
PN – limited partnership
|
(1) NAME OF FILING PARTIES
|
|||
BBTS Guarantor GP LLC
|
|||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x] (1)
|
||
(b) [_]
|
|||
(3) SEC USE ONLY
|
|||
(4) SOURCE OF FUNDS
|
|||
OO
|
|||
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
(7) SOLE VOTING POWER
|
||
0
|
|||
(8) SHARED VOTING POWER
|
|||
28,963,113(2)
|
|||
(9) SOLE DISPOSITIVE POWER
|
|||
0
|
|||
(10) SHARED DISPOSITIVE POWER
|
|||
28,963,113(2)
|
|||
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
28,963,113(2)
|
|||
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
||
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
57.2%(3)
|
|||
(14) TYPE OF REPORTING PERSON
|
|||
OO – limited liability company
|
(1) NAME OF FILING PARTIES
|
|||
BlackBrush TexStar LP
|
|||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x] (1)
|
||
(b) [_]
|
|||
(3) SEC USE ONLY
|
|||
(4) SOURCE OF FUNDS
|
|||
OO
|
|||
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
(7) SOLE VOTING POWER
|
||
0
|
|||
(8) SHARED VOTING POWER
|
|||
28,963,113(2)
|
|||
(9) SOLE DISPOSITIVE POWER
|
|||
0
|
|||
(10) SHARED DISPOSITIVE POWER
|
|||
28,963,113(2)
|
|||
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
28,963,113(2)
|
|||
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
||
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
57.2%(3)
|
|||
(14) TYPE OF REPORTING PERSON
|
|||
PN/HC – limited partnership
|
(1) NAME OF FILING PARTIES
|
|||
BlackBrush TexStar GP LLC
|
|||
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) [x] (1)
|
||
(b) [_]
|
|||
(3) SEC USE ONLY
|
|||
(4) SOURCE OF FUNDS
|
|||
OO
|
|||
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
[_]
|
||
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Delaware
|
|||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
(7) SOLE VOTING POWER
|
||
0
|
|||
(8) SHARED VOTING POWER
|
|||
28,963,113(2)
|
|||
(9) SOLE DISPOSITIVE POWER
|
|||
0
|
|||
(10) SHARED DISPOSITIVE POWER
|
|||
28,963,113(2)
|
|||
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
28,963,113(2)
|
|||
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
[_]
|
||
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
57.2%(3)
|
|||
(14) TYPE OF REPORTING PERSON
|
|||
OO – limited liability company
|
·
|
BBTS Borrower LP, a Delaware limited partnership (“BBTS-B”);
|
·
|
BBTS Borrower GP LLC, a Delaware limited liability company and the general partner of BBTS-B (“BBTS-B GP”);
|
·
|
BBTS Guarantor LP, a Delaware Limited partnership which is the sole member of BBTS-B GP and owns all of the limited partnership interest in BBTS-B (“BBTS-G”);
|
·
|
BBTS Guarantor GP, LLC, a Delaware limited liability company and the general partner of BBTS-G (“BBTS-G GP”);
|
·
|
BlackBrush TexStar LP, a Delaware limited partnership which is the sole member of BBTS-G GP and owns all of the limited partnership interest in BBTS-G (“BBTS-LP”);
|
·
|
BlackBrush TexStar GP LLC, a Delaware limited liability company which is the general partner of BBTS-LP (“BBTS-GP”).
|
BBTS BORROWER LP,
a Delaware limited partnership
|
||
By:
|
/s/ Brian Blakeman
|
|
Brian Blakeman, Attorney-In-Fact for BBTS
Borrower LP
|
||
BBTS BORROWER GP LLC,
a Delaware limited liability company
|
||
By:
|
/s/ Brian Blakeman
|
|
Brian Blakeman, Attorney-In-Fact for BBTS
Borrower GP LLC
|
||
BBTS GUARANTOR LP,
a Delaware limited partnership
|
||
By:
|
/s/ Brian Blakeman
|
|
Brian Blakeman, Attorney-In-Fact for BBTS
Guarantor LP
|
||
BBTS GUARANTOR GP LLC,
a Delaware limited liability company
|
||
By:
|
/s/ Brian Blakeman
|
|
Brian Blakeman, Attorney-In-Fact for BBTS
Guarantor GP LLC
|
||
BLACKBRUSH TEXSTAR LP,
a Delaware limited partnership
|
||
By:
|
/s/ Brian Blakeman
|
|
Brian Blakeman, Attorney-In-Fact for BlackBrush TexStar LP
|
||
BLACKBRUSH TEXSTAR GP LLC,
a Delaware limited liability company
|
||
By:
|
/s/ Brian Blakeman
|
|
Brian Blakeman, Attorney-In-Fact for BlackBrush TexStar GP LLC
|
||
·
|
BBTS Borrower GP LLC is the sole general partner
|
Directors and Officers
|
Position
|
Present Principal Occupation or
Employment and Business Address
|
Common Units
Beneficially
Owned
|
Philip M. Mezey
|
Co-Chief Executive Officer and Chief Operating Officer
|
Executive Vice President of Southcross Energy Partners GP, LLC
18615 Tuscany Stone, Suite 300
San Antonio, Texas 78258
|
-0-
|
P. Scott Martin
|
Co-Chief Executive Officer, President and Chief Financial Officer
|
Chief Executive Officer and President, BlackBrush Oil & Gas LP
18615 Tuscany Stone, Suite 300
San Antonio, Texas 78258
|
-0-
|
·
|
BBTS Guarantor GP LLC is the sole general partner
|
Directors and Officers
|
Position
|
Present Principal Occupation or
Employment and Business Address
|
Common Units
Beneficially
Owned
|
Philip M. Mezey
|
Co-Chief Executive Officer and Chief Operating Officer
|
Executive Vice President of Southcross Energy Partners GP, LLC
18615 Tuscany Stone, Suite 300
San Antonio, Texas 78258
|
-0-
|
P. Scott Martin
|
Co-Chief Executive Officer, President and Chief Financial Officer
|
Chief Executive Officer and President, BlackBrush Oil & Gas LP
18615 Tuscany Stone, Suite 300
San Antonio, Texas 78258
|
-0-
|
·
|
BlackBrush TexStar GP LLC is the sole general partner
|
Directors and Officers
|
Position
|
Present Principal Occupation or
Employment and Business Address
|
Common Units
Beneficially
Owned
|
Jason H. Downie
|
Director
|
Managing Partner, Tailwater Capital, LLC
300 Crescent Court, Suite 200
Dallas, Texas 75201
|
-0-
|
Edward Herring
|
Director
|
Managing Partner, Tailwater Capital, LLC
300 Crescent Court, Suite 200
Dallas, Texas 75201
|
-0-
|
John Muse
|
Director
|
Non-Executive Chairman, Kainos Capital, LLC
2100 McKinney Avenue, Suite 1600
Dallas, Texas 75201
|
-0-
|
Curt S. Taylor
|
Director
|
Managing Director, EIG Global Energy Partners
333 Clay Street, Suite 3500
Houston, Texas 77002
|
-0-
|
Clayton R. Taylor
|
Director
|
Senior Vice President, EIG Global Energy Partners
333 Clay Street, Suite 3500
Houston, Texas 77002
|
-0-
|
Patrick H. Hickey
|
Director
|
Senior Vice President, EIG Global Energy Partners
333 Clay Street, Suite 3500
Houston, Texas 77002
|
-0-
|
Phillip M. Mezey
|
Director, Co-Chief Executive Officer and Chief Operating Officer
|
Executive Vice President of Southcross Energy Partners GP, LLC
18615 Tuscany Stone, Suite 300
San Antonio, Texas 78258
|
-0-
|
P. Scott Martin
|
Director, Co-Chief Executive Officer, President and Chief Financial Officer
|
Chief Executive Officer and President, BlackBrush Oil & Gas LP
18615 Tuscany Stone, Suite 300
San Antonio, Texas 78258
|
-0-
|
·
|
Aggregator shall have the right to designate (and remove and replace) the two (2) TW Directors and EIG shall have the right to designate (and remove and replace) the two (2) EIG Directors, in each case for which BBTS has the right to designate (and remove and replace) pursuant to Section 7.2 of the LLC Agreement.
|
·
|
EIG shall cause the EIG Directors to not approve any action that constitutes a Super Majority Decision under Section 7.11(c) of the LLC Agreement unless at least one of the TW Directors also consent to such action, and Aggregator shall cause the TW Directors to not approve any action that constitutes a Super Majority Decision under Section 7.11(c) of the LLC Agreement unless at least one of the EIG Directors also consent to such action.
|
·
|
Aggregator shall have the right to designate two (2) directors to serve on the SXE GP Board (one of which shall be an Independent Director) and EIG shall have the right to designate two (2) directors to serve on the SXE GP Board (one of which shall be an Independent Director), in each case for which BBTS has the right to designate (including to replace any of such directors removed from the SXE GP Board (which rights of replacement shall be exercisable by Aggregator if its designee was removed or by EIG if its designee is removed)) pursuant to Section 7.11(a) of the LLC Agreement.
|
·
|
To the extent that any notices are delivered to BBTS as a Member of the Company or as a Class A Limited Partner (as defined in the LP Agreement) of the Partnership, BBTS shall promptly (and in any event with one (1) Business Day of receipt thereof) deliver each such notice to Aggregator and EIG, and to the extent that any notice to be delivered to BBTS as a Member of the Company or as a Class A Limited Partner (as defined in the LP Agreement) of the Partnership is received by Aggregator or EIG (other than by delivery from BBTS addressed to each as contemplated above), such receiving party shall promptly (and in any event with one (1) Business Day of receipt thereof) deliver such notice to Aggregator (if received by EIG) or to EIG (if received by Aggregator).
|
|
(and in any event with one (1) Business Day of receipt thereof) deliver such notice to Aggregator (if received by EIG) or to EIG (if received by Aggregator).
|
·
|
In the event that the Company, in its capacity as the general partner of the Partnership, determines that the Partnership is in need of additional capital and issues a Capital Call Notice (as defined in the LP Agreement) to BBTS, BBTS shall promptly (and in any event with one (1) Business Day of receipt thereof) deliver such Capital Call Notice to Aggregator and EIG and each of Aggregator and EIG shall have the option (in its sole discretion and irrespective of the election of the other Person) to elect to fund through BBTS its Percentage Interest of the amount of such capital requested by the Partnership from BBTS pursuant to, and subject to the terms of, Section 4.1(d) of the LP Agreement on the same terms as BBTS would be permitted to make such capital contribution.
|
·
|
BBTS shall not consent to any amendment to the LLC Agreement or the LP Agreement, or the taking of any action by the Company or the Partnership, without (i) the consent of Aggregator if the consent of Aggregator would be required for such amendment or action immediately following the BBTS Distribution or (ii) the consent of EIG if the consent of EIG would be required for such amendment or action immediately following the BBTS Distribution.
|
·
|
Upon the request of either Aggregator or EIG, BBTS shall promptly take such actions and give such notices as may be required under the LLC Agreement and the LP Agreement to effect a BBTS Distribution.
|
EIG BLACKBRUSH HOLDINGS, LLC | |||
By: |
EIG Management Company, LLC,
its manager
|
||
|
By:
|
/s/ Curt S. Taylor | |
Curt S. Taylor | |||
Managing Director | |||
|
By:
|
/s/ Clayton R. Taylor | |
Clayton R. Taylor | |||
Vice President | |||
Agreed and acknowledged:
TW BBTS AGGREGATOR LP
|
||
By: |
TW/LM GP Sub, LLC
its general partner
|
|
By:
|
/s/ Jason Downie | |
Name: Jason Downie | ||
Title: Managing Partner | ||
BBTS BORROWER LP
|
||
By: |
BBTS Borrower GP LLC,
its general partner
|
|
By:
|
/s/ Phillip M. Mezey | |
Name: Phillip M. Mezey | ||
Title: Co-Chief Executive Officer and Chief Operating Officer | ||
BBTS BORROWER LP,
a Delaware limited partnership
|
||
By:
|
/s/ Brian Blakeman
|
|
Brian Blakeman, Attorney-In-Fact for BBTS
Borrower LP
|
||
BBTS BORROWER GP LLC,
a Delaware limited liability company
|
||
By:
|
/s/ Brian Blakeman
|
|
Brian Blakeman, Attorney-In-Fact for BBTS
Borrower GP LLC
|
||
BBTS GUARANTOR LP,
a Delaware limited partnership
|
||
By:
|
/s/ Brian Blakeman
|
|
Brian Blakeman, Attorney-In-Fact for BBTS
Guarantor LP
|
||
BBTS GUARANTOR GP LLC,
a Delaware limited liability company
|
||
By:
|
/s/ Brian Blakeman
|
|
Brian Blakeman, Attorney-In-Fact for BBTS
Guarantor GP LLC
|
||
BLACKBRUSH TEXSTAR LP,
a Delaware limited partnership
|
||
By:
|
/s/ Brian Blakeman
|
|
Brian Blakeman, Attorney-In-Fact for BlackBrush TexStar LP
|
||
BLACKBRUSH TEXSTAR GP LLC,
a Delaware limited liability company
|
||
By:
|
/s/ Brian Blakeman
|
|
Brian Blakeman, Attorney-In-Fact for BlackBrush TexStar GP LLC
|
||
1.
|
execute for and on behalf of the undersigned (a) Forms 3, 4, and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Act”) and (b) Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Act with respect to the undersigned’s holdings of and transactions in securities issued by Southcross Energy Partners, L.P.;
|
2.
|
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or 13G (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Southcross Energy Partners, L.P., complete and execute any amendment or amendments thereto, file such Form or Schedule with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate;
|
3.
|
take any necessary or appropriate action to obtain or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Act or any rule or regulation of the SEC; and
|
4.
|
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.
|
BBTS BORROWER LP | |||
By: | BBTS Borrower GP LLC, its general partner | ||
|
By:
|
/s/ Phillip M. Mezey | |
Signature | |||
Phillip M. Mezey | |||
Name | |||
Co-Chief Executive Officer and Chief Operating Officer | |||
Title | |||
8-12-14 | |||
Date |
5.
|
execute for and on behalf of the undersigned (a) Forms 3, 4, and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Act”) and (b) Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Act with respect to the undersigned’s holdings of and transactions in securities issued by Southcross Energy Partners, L.P.;
|
6.
|
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or 13G (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Southcross Energy Partners, L.P., complete and execute any amendment or amendments thereto, file such Form or Schedule with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate;
|
7.
|
take any necessary or appropriate action to obtain or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Act or any rule or regulation of the SEC; and
|
8.
|
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.
|
BBTS BORROWER GP LLC | |||
|
By:
|
/s/ Phillip M. Mezey | |
Signature | |||
Phillip M. Mezey | |||
Name | |||
Co-Chief Executive Officer and Chief Operating Officer | |||
Title | |||
8-12-14 | |||
Date |
9.
|
execute for and on behalf of the undersigned (a) Forms 3, 4, and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Act”) and (b) Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Act with respect to the undersigned’s holdings of and transactions in securities issued by Southcross Energy Partners, L.P.;
|
10.
|
do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or 13G (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Southcross Energy Partners, L.P., complete and execute any amendment or amendments thereto, file such Form or Schedule with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate;
|
11.
|
take any necessary or appropriate action to obtain or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Act or any rule or regulation of the SEC; and
|
12.
|
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.
|
BBTS GUARANTOR LP | |||
By: | BBTS Guarantor GP LLC, its general partner | ||
|
By:
|
/s/ Phillip M. Mezey | |
Signature | |||
Phillip M. Mezey | |||
Name | |||
Co-Chief Executive Officer and Chief Operating Officer | |||
Title | |||
8-12-14 | |||
Date |
13.
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execute for and on behalf of the undersigned (a) Forms 3, 4, and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Act”) and (b) Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Act with respect to the undersigned’s holdings of and transactions in securities issued by Southcross Energy Partners, L.P.;
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14.
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do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or 13G (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Southcross Energy Partners, L.P., complete and execute any amendment or amendments thereto, file such Form or Schedule with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate;
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15.
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take any necessary or appropriate action to obtain or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Act or any rule or regulation of the SEC; and
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16.
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take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.
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BBTS GUARANTOR GP LLC | |||
By: | |||
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By:
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/s/ Phillip M. Mezey | |
Signature | |||
Phillip M. Mezey | |||
Name | |||
Co-Chief Executive Officer and Chief Operating Officer | |||
Title | |||
8-12-14 | |||
Date |
17.
|
execute for and on behalf of the undersigned (a) Forms 3, 4, and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Act”) and (b) Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Act with respect to the undersigned’s holdings of and transactions in securities issued by Southcross Energy Partners, L.P.;
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18.
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do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or 13G (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Southcross Energy Partners, L.P., complete and execute any amendment or amendments thereto, file such Form or Schedule with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate;
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19.
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take any necessary or appropriate action to obtain or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Act or any rule or regulation of the SEC; and
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20.
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take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.
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BLACKBRUSH TEXSTAR LP | |||
|
By:
|
/s/ Phillip M. Mezey | |
Signature | |||
Phillip M. Mezey | |||
Name | |||
Co-Chief Executive Officer and Chief Operating Officer | |||
Title | |||
8-12-14 | |||
Date |
21.
|
execute for and on behalf of the undersigned (a) Forms 3, 4, and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Act”) and (b) Schedules 13D and 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Act with respect to the undersigned’s holdings of and transactions in securities issued by Southcross Energy Partners, L.P.;
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22.
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do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or 13G (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by Southcross Energy Partners, L.P., complete and execute any amendment or amendments thereto, file such Form or Schedule with the United States Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate;
|
23.
|
take any necessary or appropriate action to obtain or regenerate codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Act or any rule or regulation of the SEC; and
|
24.
|
take any other action of any type whatsoever in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.
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BLACKBRUSH TEXSTAR GP LLC | |||
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By:
|
/s/ Phillip M. Mezey | |
Signature | |||
Phillip M. Mezey | |||
Name | |||
Co-Chief Executive Officer and Chief Operating Officer | |||
Title | |||
8-12-14 | |||
Date |