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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 | |
Southcross Holdings LP C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX 75201 |
X | X | See Remarks | |
Southcross Holdings GP, LLC C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX 75201 |
X | X | See Remarks | |
Southcross Holdings Intermediary LLC C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX 75201 |
X | See Remarks | ||
Southcross Holdings Guarantor LP C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX 75201 |
X | See Remarks | ||
Southcross Holdings Guarantor GP LLC C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX 75201 |
X | See Remarks | ||
Southcross Holdings Borrower LP C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX 75201 |
X | See Remarks | ||
Southcross Holdings Borrower GP LLC C/O SOUTHCROSS ENERGY PARTNERS, L.P. 1717 MAIN STREET, SUITE 5200 DALLAS, TX 75201 |
X | See Remarks |
/s/ John E. Bonn, Chief Executive Officer of the General Partner of Southcross Holdings LP | 01/03/2017 | |
**Signature of Reporting Person | Date | |
/s/ John E. Bonn, Chief Executive Officer of Southcross Holdings GP LLC | 01/03/2017 | |
**Signature of Reporting Person | Date | |
/s/ John E. Bonn, Chief Executive Officer of Southcross Holdings Intermediary LLC | 01/03/2017 | |
**Signature of Reporting Person | Date | |
/s/ John E. Bonn, Chief Executive Officer of the General Partner of Southcross Holdings Guarantor LP | 01/03/2017 | |
**Signature of Reporting Person | Date | |
/s/ John E. Bonn, Chief Executive Officer of Southcross Holdings Guarantor GP LLC | 01/03/2017 | |
**Signature of Reporting Person | Date | |
/s/ John E. Bonn, Chief Executive Officer of the General Partner of Southcross Holdings Borrower LP | 01/03/2017 | |
**Signature of Reporting Person | Date | |
/s/ John E. Bonn, Chief Executive Officer of Southcross Holdings Borrower GP LLC | 01/03/2017 | |
**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 December 29, 2016, the Issuer, Wells Fargo Bank, N.A., as administrative agent under the Revolving Credit Agreement (as defined below), and certain lenders party thereto entered into that certain Waiver and Fifth Amendment (the "Fifth Amendment") 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, and a syndicate of lenders (as amended, the "Revolving Credit Agreement"). |
(2) | In connection with the Fifth Amendment, Southcross Holdings LP ("Holdings") invested $17,000,000 (the "Investment Amount") pursuant to, and on the terms described in, that certain Equity Cure Contribution Agreement, dated as of March 17, 2016 as amended by the First Amendment to Equity Cure Contribution Agreement dated as of December 29, 2016 (as amended, the "Equity Cure Agreement"). |
(3) | Pursuant to the terms of the Equity Cure Agreement, in exchange for the Investment Amount, Southcross Holdings Borrower LP ("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 15 consecutive trading days ending on the second trading day prior to the Contribution Date ("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 received 11,486,486 Common Units from Issuer at $1.48 per Common Unit. |
(4) | The Common Units are owned directly by Borrower, which is owned 100% by Southcross Holdings Guarantor LP ("Guarantor"), and its non-economic general partner interest is held by Southcross Holdings Borrower GP LLC ("Borrower GP"), which is owned 100% by Guarantor. Guarantor is owned 99.98% by Southcross Holdings LP ("Holdings"), and its 0.02% general partner interest is held by Southcross Holdings Guarantor GP LLC ("Guarantor GP"), which is owned 99% by Holdings and 1% by Southcross Holdings Intermediary LLC ("Intermediary"), which is owned 100% by Holdings. The non-economic general partner interest of Holdings is held by Southcross Holdings GP LLC ("Holdings GP"). Borrower GP, Guarantor, Guarantor GP, Intermediary, Holdings, and Holdings GP are indirect beneficial owners of the reported securities. |
Remarks: This Form 4 is filed jointly by Southcross Holdings LP, Southcross Holdings GP LLC, Southcross Holdings Intermediary LLC, Southcross Holdings Guarantor LP, Southcross Holdings Guarantor GP LLC, Southcross Holdings Borrower LP, and Southcross Holdings Borrower GP LLC. |