| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Southcross Energy Partners, L.P. [ SXE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/12/2013 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Convertible Preferred Units | (1) | 04/12/2013 | A | 1,466,325(2) | (3) | (4) | Common Units | 1,466,325 | $22.86 | 1,466,325 | D | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each Series A Convertible Preferred Unit ("Preferred Unit") is convertible into a common unit on a one-for-one basis under the circumstances described in note 3 herein. |
| 2. On April 12, 2013, Southcross Energy LLC ("Holdings") purchased 1,466,325 Preferred Units and agreed to purchase, by June 30, 2013, an additional 248,675 Preferred Units from the Issuer for a cash purchase price of $22.86 per Preferred Unit in a privately negotiated transaction. |
| 3. Subject to certain exceptions, Preferred Units are convertible into common units at the election of Holdings beginning on the later of January 1, 2015 and the date the Issuer gives notice that it has met certain leverage ratio tests under its Limited Waiver and Second Amendment to Second Amended and Restated Credit Agreement among the Issuer, Wells Fargo Bank, N.A. and the lenders party thereto, filed as Exhibit 10.5 to the Issuer's Annual Report on Form 10-K filed on April 15, 2013 (the "FY 2012 10-K"). Preferred Units are also convertible into common units by the Issuer under certain other circumstances, as described in the Second Amended and Restated Agreement of Limited Partnership of the Issuer, filed as Exhibit 3.3 to the FY 2012 10-K. |
| 4. Preferred Units have no expiration date. |
| Remarks: |
| This Form 4 is filed jointly by Holdings, 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. Each of Samuel P. Bartlett, Jon M. Biotti and Kim G. Davis is a Managing Director of Charlesbank, the investment adviser to the Charlesbank Funds and general partner of Coinvest, and serves as a representative of the Charlesbank Funds and Coinvest.The Issuer is managed by the board of directors and executive officers of the General Partner. Holdings owns all of the membership interests in the General Partner and has the right to elect the entire board of directors of the General Partner. |
| /s/ David W. Biegler, Chief Executive Officer, Southcross Energy LLC | 04/16/2013 | |
| /s/ David W. Biegler, President and Chief Executive Officer, Southcross Energy Partners GP, LLC | 04/16/2013 | |
| /s/ Tami E. Nason, Authorized Signatory, Charlesbank Capital Partners, LLC | 04/16/2013 | |
| /s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Fund VI, Limited Partnership | 04/16/2013 | |
| /s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Coinvestment Fund VI, Limited Partnership | 04/16/2013 | |
| /s/ Tami E. Nason, Authorized Signatory, CB Offshore Equity Fund VI, L.P. | 04/16/2013 | |
| /s/ Tami E. Nason, Authorized Signatory, Charlesbank Equity Fund VI GP, Limited Partnership | 04/16/2013 | |
| /s/ Tami E. Nason, Authorized Signatory, CB-Southcross Holdings, Inc. | 04/16/2013 | |
| /s/ Tami E. Nason, Authorized Signatory, Charlesbank Coinvestment Partners, Limited Partnership | 04/16/2013 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||