0001179110-15-012474.txt : 20150821 0001179110-15-012474.hdr.sgml : 20150821 20150821170357 ACCESSION NUMBER: 0001179110-15-012474 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141105 FILED AS OF DATE: 20150821 DATE AS OF CHANGE: 20150821 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: 151069372 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: 151069375 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: 151069377 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: 151069378 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: 151069379 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: 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: 151069373 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: 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: 151069374 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: 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: 151069380 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: 151069376 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 2014-11-05 0 0001547638 Southcross Energy Partners, L.P. SXE 0001470527 Southcross Energy LLC C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS TX 75201 1 0 1 0 See Remarks 0001547637 Southcross Energy Partners GP, LLC C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 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 Class B Convertible Units 2014-11-05 4 J 0 256078 A Common Units (Limited Partnership Interests) 14889078 I By Southcross Holdings Borrower LP Class B Convertible Units 2015-02-09 4 J 0 260558 A Common Units (Limited Partnership Interests) 15149636 I By Southcross Holdings Borrower LP Class B Convertible Units 2015-05-08 4 J 0 265118 A Common Units (Limited Partnership Interests) 15414754 I By Southcross Holdings Borrower LP Class B Convertible Units 2015-08-10 4 J 0 269758 A Common Units (Limited Partnership Interests) 15684512 I By Southcross Holdings Borrower LP The Class B Convertible Units were acquired as a payment in kind distribution on outstanding Class B Convertible Units pursuant to the Issuer's Third Amended and Restated Agreement of Limited Partnership dated August 4, 2014 (the "Partnership Agreement"). The Class B Convertible Units convert into Common Units at the Class B Conversion Rate (as defined in the Partnership Agreement) on the Class B Conversion Date (as defined in the Partnership Agreement). The Reporting Persons may be deemed to indirectly beneficially own the Class B Convertible Units owned by Southcross Holdings Borrower LP ("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 Southcross Holdings LP ("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 non-economic 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 executive officers of the General Partner, which is indirectly owned by Southcross Holdings LP ("Holdings"). Through Holdings and its general partner, 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 2015-08-21 /s/ John E. Bonn, Chief Executive Officer, Southcross Energy Partners GP, LLC 2015-08-21 /s/ Tami E. Nason, Authorized Signatory, Charlesbank Capital Partners, LLC 2015-08-21 /s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Fund VI GP, Limited Partnership 2015-08-21 /s/ Tami E. Nason, Authorized Signatory, Charlesbank Coinvestment Partners, Limited Partnership 2015-08-21 /s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Fund VI, Limited Partnership 2015-08-21 /s/ Tami E. Nason, Authorized Signatory, CB Offshore Equity Fund VI, L.P. 2015-08-21 /s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Coinvestment Fund VI, Limited Partnership 2015-08-21 /s/ Tami E. Nason, Authorized Signatory, CB-Southcross Holdings, Inc. 2015-08-21