SOUTHCROSS ENERGY PARTNERS, L.P.
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(Name of Issuer)
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(Title of Class of Securities)
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(CUSIP Number)
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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(Date of Event which Requires Filing of This Statement) |
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EIG BBTS Holdings, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒ | |
(b)
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☐ | |||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐ | ||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Texas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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58,358,618 (1) (2)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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58,358,618 (1) (2)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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58,358,618 (1) (2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐ | ||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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72.4% (3)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO - limited liability company
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EIG Management Company, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒ | |
(b)
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☐ | |||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐ | ||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
|
SOLE VOTING POWER
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||
0
|
||||
8
|
SHARED VOTING POWER
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|||
58,358,618 (1) (2)
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||||
9
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SOLE DISPOSITIVE POWER
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0
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||||
10
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SHARED DISPOSITIVE POWER
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|||
58,358,618 (1) (2)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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58,358,618 (1) (2)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐ | ||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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72.4% (3)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO/IA – limited liability company
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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EIG Asset Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒ | |
(b)
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☐ | |||
3
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SEC USE ONLY
|
|||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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|||
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐ | ||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
0
|
||||
8
|
SHARED VOTING POWER
|
|||
58,358,618 (1) (2)
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||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
58,358,618 (1) (2)
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||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
58,358,618 (1) (2)
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐ | ||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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72.4% (3)
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|||
OO – limited liability company
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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||||
EIG Global Energy Partners, LLC
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒ | |
(b)
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☐ | |||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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|||
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐ | ||
6
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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
|
|||
58,358,618 (1) (2)
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||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
58,358,618 (1) (2)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
58,358,618 (1) (2)
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ | ||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|||
72.4% (3)
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||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|||
OO – limited liability company
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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The R. Blair Thomas 2010 Irrevocable Trust
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☒ | |
(b)
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☐ | |||
3
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SEC USE ONLY
|
|||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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|||
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐ | ||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|||
Virginia
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
|
SOLE VOTING POWER
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||
0
|
||||
8
|
SHARED VOTING POWER
|
|||
58,358,618 (1) (2)
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
58,358,618 (1) (2)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
58,358,618 (1) (2)
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ | ||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
72.4% (3)
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
OO – Trust
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1
|
NAMES OF REPORTING PERSONS
|
|||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
R. Blair Thomas
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒ | |
(b)
|
☐ | |||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐ | ||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
0
|
||||
8
|
SHARED VOTING POWER
|
|||
58,358,618 (1) (2)
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
58,358,618 (1) (2)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
58,358,618 (1) (2)
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ | ||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
72.4% (3)
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
IN – Individual
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1
|
NAMES OF REPORTING PERSONS
|
|||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
The Randall Wade 2010 Irrevocable Trust
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒ | |
(b)
|
☐ | |||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐ | ||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Texas
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
0
|
||||
8
|
SHARED VOTING POWER
|
|||
58,358,618 (1) (2)
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
58,358,618 (1) (2)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
58,358,618 (1) (2)
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ | ||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
72.4% (3)
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
OO - Trust
|
1
|
NAMES OF REPORTING PERSONS
|
|||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
The Kristina Wade 2010 Irrevocable Trust
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒ | |
(b)
|
☐ | |||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐ | ||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
Texas
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
0
|
||||
8
|
SHARED VOTING POWER
|
|||
58,358,618 (1) (2)
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
58,358,618 (1) (2)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
58,358,618 (1) (2)
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ | ||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
72.4% (3)
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
OO - Trust
|
1
|
NAMES OF REPORTING PERSONS
|
|||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
Randall S. Wade
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☒ | |
(b)
|
☐ | |||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|||
OO
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
☐ | ||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|||
United States of America
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
|
||
0
|
||||
8
|
SHARED VOTING POWER
|
|||
58,358,618 (1) (2)
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|||
0
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|||
58,358,618 (1) (2)
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
58,358,618 (1) (2)
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ | ||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
72.4% (3)
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|||
IN – Individual
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
Item 5. |
Interest in Securities of the Issuer
|
(1) |
SHB directly owns of record all of the 26,492,074 Common Units representing limited partner interests, 19,652,831 Class B Convertible Units representing limited partner
interests and 12,213,713 Subordinated Units representing limited partner interests in SXE of which each Reporting Person has beneficial ownership. SHB is owned of record 100% by Guarantor, and its non-economic general partner
interest is held by Borrower GP, which is owned of record 100% by Guarantor. Guarantor is owned of record 99.8% by Holdings, and its 0.2% general partner interest is held by Guarantor GP, which is owned of record 99% by Holdings and
1% by Southcross Intermediary LLC, which is owned 100% by Holdings. Holdings GP is the non-economic general partner of Holdings.
|
(2) |
Based upon 48,686,215 Common Units, 19,652,831 Class B Convertible Units and 12,213,713 Subordinated Units outstanding as of November 12, 2018. For purposes of this
calculation, the initial Class B Conversion Rate of 1.0 (i.e., one Common Unit for each Class B Convertible Unit) was used, although the Class B Conversion Rate may vary.
|
EIG BBTS Holdings, LLC,
|
||
a Texas limited liability company
|
||
By:
|
EIG Management Company, LLC,
|
|
its Manager
|
||
By:
|
/s/ R. Blair Thomas
|
|
R. Blair Thomas,
|
||
Chief Executive Officer
|
||
By:
|
/s/ Robert L. Vitale
|
|
Robert L. Vitale, General Counsel
|
||
EIG Management Company, LLC,
|
||
a Delaware limited liability company
|
||
By:
|
/s/ R. Blair Thomas
|
|
R. Blair Thomas,
|
||
Chief Executive Officer
|
||
By:
|
/s/ Robert L. Vitale
|
|
Robert L. Vitale, General Counsel
|
||
EIG Asset Management, LLC,
|
||
a Delaware limited liability company
|
||
By:
|
/s/ R. Blair Thomas
|
|
R. Blair Thomas,
|
||
Chief Executive Officer
|
||
By:
|
/s/ Robert L. Vitale
|
|
Robert L. Vitale, General Counsel
|
EIG Global Energy Partners, LLC,
|
||
a Delaware limited liability company
|
||
By:
|
/s/ R. Blair Thomas
|
|
R. Blair Thomas,
|
||
Chief Executive Officer
|
||
By:
|
/s/ Robert L. Vitale
|
|
Robert L. Vitale, General Counsel
|
||
R. Blair Thomas 2010 Irrevocable Trust
|
||
By:
|
/s/ R. Blair Thomas
|
|
R. Blair Thomas, Trustee
|
/s/ R. Blair Thomas
|
||
R. Blair Thomas
|
||
The Randall Wade 2010 Irrevocable Trust
|
||
By:
|
/s/ Randall S. Wade
|
|
Randall S. Wade, Trustee
|
||
The Kristina Wade 2010 Irrevocable Trust
|
||
By:
|
/s/ Randall S. Wade
|
|
Randall S. Wade, Trustee
|
||
/s/ Randall S. Wade
|
||
Randall S. Wade
|