0001179110-15-007576.txt : 20150511
0001179110-15-007576.hdr.sgml : 20150511
20150511211343
ACCESSION NUMBER: 0001179110-15-007576
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150507
FILED AS OF DATE: 20150511
DATE AS OF CHANGE: 20150511
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Southcross Energy Partners, L.P.
CENTRAL INDEX KEY: 0001547638
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
IRS NUMBER: 455045230
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1700 PACIFIC AVENUE, SUITE 2900
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-979-3700
MAIL ADDRESS:
STREET 1: 1700 PACIFIC AVENUE, SUITE 2900
CITY: DALLAS
STATE: TX
ZIP: 75201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CB-Southcross Holdings, Inc.
CENTRAL INDEX KEY: 0001560953
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35719
FILM NUMBER: 15852581
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 54TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-619-5400
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 54TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Charlesbank Equity Fund VI, Limited Partnership
CENTRAL INDEX KEY: 0001381776
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35719
FILM NUMBER: 15852584
BUSINESS ADDRESS:
STREET 1: C/O CHARLESBANK CAPITAL PARTNERS LLC
STREET 2: 200 CLARENDON STREET, 54TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: (617) 619-5400
MAIL ADDRESS:
STREET 1: C/O CHARLESBANK CAPITAL PARTNERS LLC
STREET 2: 200 CLARENDON STREET, 54TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Charlesbank Equity Fund VI GP, Limited Partnership
CENTRAL INDEX KEY: 0001560942
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35719
FILM NUMBER: 15852586
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 54TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-619-5400
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 54TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CHARLESBANK CAPITAL PARTNERS LLC
CENTRAL INDEX KEY: 0001065319
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35719
FILM NUMBER: 15852587
BUSINESS ADDRESS:
STREET 1: 600 ATLANTIC AVENUE
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 6176195400
MAIL ADDRESS:
STREET 1: 600 ATLANTIC AVENUE
CITY: BOSTON
STATE: MA
ZIP: 02210
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Southcross Energy Partners GP, LLC
CENTRAL INDEX KEY: 0001547637
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35719
FILM NUMBER: 15852588
BUSINESS ADDRESS:
STREET 1: 1700 PACIFIC AVENUE, SUITE 2900
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-979-3700
MAIL ADDRESS:
STREET 1: 1700 PACIFIC AVENUE, SUITE 2900
CITY: DALLAS
STATE: TX
ZIP: 75201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CB Offshore Equity Fund VI LP
CENTRAL INDEX KEY: 0001324895
STATE OF INCORPORATION: NY
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35719
FILM NUMBER: 15852583
BUSINESS ADDRESS:
STREET 1: 600 ATLANTIC AVENUE
STREET 2: 26 TH AVENUE
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 6176195400
MAIL ADDRESS:
STREET 1: 600 ATLANTIC AVENUE
STREET 2: 26 TH AVENUE
CITY: BOSTON
STATE: MA
ZIP: 02210
FORMER NAME:
FORMER CONFORMED NAME: CB Offshore Equity Fund VI Lp
DATE OF NAME CHANGE: 20050426
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Charlesbank Equity Coinvestment Fund VI Limited Partnership
CENTRAL INDEX KEY: 0001331318
STATE OF INCORPORATION: MA
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35719
FILM NUMBER: 15852582
BUSINESS ADDRESS:
STREET 1: 600 ATLANTIC AVE
STREET 2: 26TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02210
BUSINESS PHONE: 6176195400
MAIL ADDRESS:
STREET 1: 600 ATLANTIC AVE
STREET 2: 26TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02210
FORMER NAME:
FORMER CONFORMED NAME: Charlesbank Equity Coinvestment Fund VI Ltd Partnership
DATE OF NAME CHANGE: 20050624
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Southcross Energy LLC
CENTRAL INDEX KEY: 0001470527
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35719
FILM NUMBER: 15852589
BUSINESS ADDRESS:
STREET 1: 1700 PACIFIC AVE.
STREET 2: SUITE 2900
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-979-3709
MAIL ADDRESS:
STREET 1: 1700 PACIFIC AVE.
STREET 2: SUITE 2900
CITY: DALLAS
STATE: TX
ZIP: 75201
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: CHARLESBANK COINVESTMENT PARTNERS LIMITED PARTNERSHIP
CENTRAL INDEX KEY: 0001273276
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35719
FILM NUMBER: 15852585
MAIL ADDRESS:
STREET 1: C/O CHARLESBANK CAPITAL PARTNERS LLC
STREET 2: 600 ATLANTIC AVE 26TH FL
CITY: BOSTON
STATE: MA
ZIP: 02210
4
1
edgar.xml
FORM 4 -
X0306
4
2015-05-07
0
0001547638
Southcross Energy Partners, L.P.
SXE
0001470527
Southcross Energy LLC
C/O SOUTHCROSS ENERGY PARTNERS, L.P.
1700 PACIFIC AVENUE, SUITE 2900
DALLAS
TX
75201
1
0
1
0
See Remarks
0001547637
Southcross Energy Partners GP, LLC
C/O SOUTHCROSS ENERGY PARTNERS, L.P.
1700 PACIFIC AVENUE, SUITE 2900
DALLAS
TX
75201
1
0
0
0
0001065319
CHARLESBANK CAPITAL PARTNERS LLC
200 CLARENDON STREET, 54TH FLOOR
BOSTON
MA
02116
1
0
1
0
See Remarks
0001560942
Charlesbank Equity Fund VI GP, Limited Partnership
200 CLARENDON STREET, 54TH FLOOR
BOSTON
MA
02116
0
0
1
0
0001273276
CHARLESBANK COINVESTMENT PARTNERS LIMITED PARTNERSHIP
200 CLARENDON STREET, 54TH FLOOR
BOSTON
MA
02116
0
0
1
0
0001381776
Charlesbank Equity Fund VI, Limited Partnership
200 CLARENDON STREET, 54TH FLOOR
BOSTON
MA
02116
0
0
1
0
0001324895
CB Offshore Equity Fund VI LP
200 CLARENDON STREET, 54TH FLOOR
BOSTON
MA
02116
0
0
1
0
0001331318
Charlesbank Equity Coinvestment Fund VI Limited Partnership
200 CLARENDON STREET, 54TH FLOOR
BOSTON
MA
02116
0
0
1
0
0001560953
CB-Southcross Holdings, Inc.
200 CLARENDON STREET, 54TH FLOOR
BOSTON
MA
02116
0
0
1
0
Common Units (Limited Partnership Interests)
2015-05-07
4
J
0
4500000
A
6616400
I
By Southcross Holdings Borrower LP
As partial consideration for certain assets assigned by Southcross Holdings LP ("Holdings") and certain of its subsidiaries to the Issuer, the Issuer issued 4,500,000 Common Units to Southcross Holdings Borrower LP ("Borrower").
The Reporting Persons may be deemed to indirectly beneficially own the Common Units held by Borrower, but each Reporting Person disclaims beneficial ownership except to the extent of its pecuniary interest therein. Borrower is owned 100% by Southcross Holdings Guarantor LP ("Guarantor"), and its non-economic general partner interest is held by Southcross Holdings Borrower GP LLC, 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, which is owned 100% by Holdings. Southcross Energy LLC ("SELLC") owns 29.2% of Holdings and 29.6% of Southcross Holdings GP LLC, the general partner of Holdings. Further, Charlesbank Capital Partners, LLC is the investment adviser to and the general partner of the general partner of Charlesbank Equity Fund VI, Limited Partnership and its affiliated investment funds, which hold an approximate 85.2% membership interest in SELLC.
This Form 4 is filed jointly by Southcross Energy LLC ("SELLC"), Southcross Energy Partners GP, LLC (the "General Partner"), Charlesbank Capital Partners, LLC ("Charlesbank"), Charlesbank Equity Fund VI GP, Limited Partnership ("Equity VI GP"), Charlesbank Coinvestment Partners, Limited Partnership ("Coinvest") and each of Charlesbank Equity Fund VI, Limited Partnership ("Fund VI"), CB Offshore Equity Fund VI, L.P. ("Offshore VI"), Charlesbank Equity Coinvestment Fund VI, Limited Partnership ("Coinvest VI" and together with Fund VI and Offshore VI, the "Charlesbank Funds") and CB-Southcross Holdings, Inc., of which Offshore VI is the sole shareholder. Equity VI GP is the general partner of each of the Charlesbank Funds and may be deemed to indirectly beneficially own the securities of the Issuer held by the Charlesbank Funds, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Charlesbank is the general partner of each of Coinvest and Equity VI GP and therefore may be deemed to indirectly beneficially own the securities of the Issuer held thereby, but disclaims beneficial ownership except to the extent of its pecuniary interest therein. Pursuant to an investment and advisory agreement with each of the Charlesbank Funds, Charlesbank has authority to vote securities held by the Charlesbank Funds and to decide which securities to purchase and sell for the Charlesbank Funds. Jon M. Biotti is a Managing Director of Charlesbank, the investment adviser to the Charlesbank Funds and general partner of Coinvest. The Issuer is managed by the board of directors (the "Board") and the executive officers of the General Partner, which is owned by Southcross Holdings LP ("Holdings"). Through Holdings and its general partner, Southcross Holdings GP LLC, SELLC has the right to elect 2 directors (1 of whom must be independent) to the Board
/s/ David W. Biegler, Chief Executive Officer, Southcross Energy LLC
2015-05-11
/s/ John E. Bonn, Chief Executive Officer, Southcross Energy Partners GP, LLC
2015-05-11
/s/ Tami E. Nason, Authorized Signatory, Charlesbank Capital Partners, LLC
2015-05-11
/s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Fund VI GP, Limited Partnership
2015-05-11
/s/ Tami E. Nason, Authorized Signatory, Charlesbank Coinvestment Partners, Limited Partnership
2015-05-11
/s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Fund VI, Limited Partnership
2015-05-11
/s/ Tami E. Nason, Authorized Signatory, CB Offshore Equity Fund VI, L.P.
2015-05-11
/s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Coinvestment Fund VI, Limited Partnership
2015-05-11
/s/ Tami E. Nason, Authorized Signatory, CB-Southcross Holdings, Inc.
2015-05-11