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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TW Southcross Aggregator LP 300 CRESCENT COURT, SUITE 200 DALLAS, TX 75201 |
X | |||
TW/LM GP Sub, LLC 300 CRESCENT COURT SUITE 200 DALLAS, TX 75201 |
X | |||
TAILWATER ENERGY FUND I, LP 300 CRESCENT COURT SUITE 200 DALLAS, TX 75201 |
X | |||
TW GP EF-1, LP 300 CRESCENT COURT SUITE 200 DALLAS, TX 75201 |
X | |||
TW GP EF-1 GP, LLC 300 CRESCENT COURT SUITE 200 DALLAS, TX 75201 |
X | |||
TW GP Holdings, LLC 300 CRESCENT COURT SUITE 200 DALLAS, TX 75201 |
X | |||
Tailwater Holdings, LP 300 CRESCENT COURT SUITE 200 DALLAS, TX 75201 |
X | |||
Tailwater Capital LLC 300 CRESCENT COURT SUITE 200 DALLAS, TX 75201 |
X | |||
Herring Edward 300 CRESCENT COURT SUITE 200 DALLAS, TX 75201 |
X | |||
Downie Jason H 300 CRESCENT COURT SUITE 200 DALLAS, TX 77002 |
X |
TW Southcross Aggregator LP, a Delaware limited partnership By: TW/LM GP Sub, LLC, its General Partner By: /s/ Brian Blakeman, Vice President Tax & Finance | 05/03/2016 | |
**Signature of Reporting Person | Date | |
TW/LM GP Sub. LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance | 05/03/2016 | |
**Signature of Reporting Person | Date | |
Tailwater Energy Fund I LP, a Delaware limited partnership By: TW GP EF-I, LP, its General Partner By: TW GP EF-I GP, LLC, its General Partner By: /s/ Brian Blakeman, Vice President Tax & Finance | 05/03/2016 | |
**Signature of Reporting Person | Date | |
TW GP EF-I, LP, a Delaware limited partnership By: TW GP EF-I GP, LLC, its General Partner By: /s/ Brian Blakeman, Vice President Tax & Finance | 05/03/2016 | |
**Signature of Reporting Person | Date | |
TW GP EF-I GP, LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance | 05/03/2016 | |
**Signature of Reporting Person | Date | |
TAILWATER HOLDINGS, LP, a Delaware limited partnership By: TW GP Holdings, LLC, its General Partner By: /s/ Brian Blakeman, Vice President | 05/03/2016 | |
**Signature of Reporting Person | Date | |
TW GP HOLDINGS, LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President | 05/03/2016 | |
**Signature of Reporting Person | Date | |
TAILWATER LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance | 05/03/2016 | |
**Signature of Reporting Person | Date | |
/s/ Jason H. Downie | 05/03/2016 | |
**Signature of Reporting Person | Date | |
/s/ Edward Herring | 05/03/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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). |
(1) | On March 17, 2016, Holdings (as defined below) and the Issuer entered into an equity cure contribution agreement (the "Equity Cure Agreement") related to that certain Third Amended and Restated Revolving Credit Agreement, dated as of August 4, 2014, among the Issuer, as borrower, Wells Fargo Bank, N.A. as administrative agent, UBS Securities LLC and Barclays Bank PLC, as co-syndication agents, JPMorgan Chase Bank, N.A., as documentation agent, and the lenders party thereto (as amended, the "Revolving Credit Agreement"). Under the terms of the Revolving Credit Agreement, the Issuer has the right to cure any default with respect to a financial covenant in the Revolving Credit Agreement by having Holdings purchase equity interests in or make capital contributions to the Issuer that result in proceeds that would satisfy the requirements of such financial covenant. |
(2) | Pursuant to the Equity Cure Agreement, on March 30, 2016, Holdings contributed from cash on hand $11,884,000 (the "Contribution Amount") to the Issuer to fund an equity cure in connection with a default with respect to a financial covenant in the Revolving Credit Agreement. Pursuant to the terms of the Equity Cure Agreement, in exchange for the Contribution Amount, Borrower was entitled to receive a number of Common Units based on the volume weighted daily average price of a Common Unit, as reported on the New York Stock Exchange, for the 15 consecutive trading days beginning on April 7, 2016 ("VWAP"), provided that the VWAP was not less than $0.89 per Common Unit and not greater than $1.48 per Common Unit ("VWAP Ceiling"). The VWAP exceeded the VWAP Ceiling and Borrower (as defined below) received 8,029,729 Common Units from Issuer at $1.48 per Common Unit on May 2, 2016. |