0000909518-14-000335.txt : 20141208 0000909518-14-000335.hdr.sgml : 20141208 20141208170013 ACCESSION NUMBER: 0000909518-14-000335 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141208 DATE AS OF CHANGE: 20141208 GROUP MEMBERS: BBTS BORROWER GP LLC GROUP MEMBERS: BBTS BORROWER LP GROUP MEMBERS: BBTS GUARANTOR GP LLC GROUP MEMBERS: BBTS GUARANTOR LP GROUP MEMBERS: BLACKBRUSH TEXSTAR GP LLC GROUP MEMBERS: BLACKBRUSH TEXSTAR LP SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87091 FILM NUMBER: 141273055 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BBTS Borrower LP CENTRAL INDEX KEY: 0001616432 IRS NUMBER: 275468008 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 18615 TUSCANY STONE STREET 2: SUITE 300 CITY: SAN ANTONIO STATE: TX ZIP: 78258 BUSINESS PHONE: 210-569-6700 MAIL ADDRESS: STREET 1: 18615 TUSCANY STONE STREET 2: SUITE 300 CITY: SAN ANTONIO STATE: TX ZIP: 78258 SC 13D/A 1 mm12-0514southcross_sc13da.htm AMENDMENT NO.1 mm12-0514southcross_sc13da.htm

 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
SCHEDULE 13D
(Amendment No.1)
 
Under the Securities Exchange Act of 1934*
 
 

 
SOUTHCROSS ENERGY PARTNERS, L.P.
(Name of Issuer)
 
 
Common Units Representing Limited Partner Interests
 (Title of Class of Securities)
 

84130C100
 (CUSIP Number)

Rodney L. Moore
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201
214-746-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 
December 5, 2014
 
(Date of Event which Requires Filing of This Statement)
 
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [x]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 


 
 
 

CUSIP No. 84130C100
 
(1)           NAME OF FILING PARTIES
BBTS Borrower LP
(2)           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           [  ]
 
(b)           [x]
(3)           SEC USE ONLY
 
(4)           SOURCE OF FUNDS
OO
(5)           CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
(6)           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
0
(9)           SOLE DISPOSITIVE POWER
0
(10)           SHARED DISPOSITIVE POWER
0
(11)         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(12)         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]
(13)         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
(14)         TYPE OF REPORTING PERSON
PN - limited partnership

 

 
Page 2 of 10
 


(1)           NAME OF FILING PARTIES
BBTS Borrower GP LLC
(2)           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           [  ]
 
(b)           [x]
(3)           SEC USE ONLY
 
(4)           SOURCE OF FUNDS
OO
(5)           CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
(6)           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
0
(9)           SOLE DISPOSITIVE POWER
0
(10)           SHARED DISPOSITIVE POWER
0
(11)         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(12)         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]
(13)         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
(14)         TYPE OF REPORTING PERSON
OO – limited liability company
 
 
 


 

 
Page 3 of 10
 


(1)           NAME OF FILING PARTIES
BBTS Guarantor LP
(2)           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           [ ]
 
(b)           [x]
(3)           SEC USE ONLY
 
(4)           SOURCE OF FUNDS
OO
(5)           CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
(6)           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
0
(9)           SOLE DISPOSITIVE POWER
0
(10)           SHARED DISPOSITIVE POWER
0
(11)         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(12)CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]
(13)         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
(14)         TYPE OF REPORTING PERSON
PN – limited partnership

 

 
Page 4 of 10
 


(1)           NAME OF FILING PARTIES
BBTS Guarantor GP LLC
(2)           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           [ ]
 
(b)           [x]
(3)           SEC USE ONLY
 
(4)           SOURCE OF FUNDS
OO
(5)           CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
(6)           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
0
(9)           SOLE DISPOSITIVE POWER
0
(10)           SHARED DISPOSITIVE POWER
0
(11)         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(12)         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]
(13)         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
(14)         TYPE OF REPORTING PERSON
OO – limited liability company

 

 
Page 5 of 10
 


(1)           NAME OF FILING PARTIES
BlackBrush TexStar LP
(2)           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           [ ]
 
(b)           [x]
(3)           SEC USE ONLY
 
(4)           SOURCE OF FUNDS
OO
(5)           CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
                PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
(6)           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
0
(9)           SOLE DISPOSITIVE POWER
0
(10)           SHARED DISPOSITIVE POWER
0
(11)         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(12)         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]
(13)         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
(14)         TYPE OF REPORTING PERSON
PN/HC – limited partnership

 

 
Page 6 of 10
 


(1)           NAME OF FILING PARTIES
BlackBrush TexStar GP LLC
(2)           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)           [ ]
 
(b)           [x]
(3)           SEC USE ONLY
 
(4)           SOURCE OF FUNDS
OO
(5)           CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
               PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
(6)           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
0
(9)           SOLE DISPOSITIVE POWER
0
(10)           SHARED DISPOSITIVE POWER
0
(11)         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
(12)         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
[_]
(13)         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
(14)         TYPE OF REPORTING PERSON
OO – limited liability company

 


 
Page 7 of 10
 




This Amendment No. 1 amends and supplements the Schedule 13D first filed August 14, 2014 (the “Original Schedule 13D”) and is being filed jointly by the Filing Parties with respect to the Common Units, Class B Convertible Units and Subordinated Units of Southcross Energy Partners, L.P. (“SXE”).  Capitalized terms used herein but not defined herein shall have the meanings attributed to them in the Original Schedule 13D.


Item 4.        Purpose of Transaction.
 
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following:
 
Immediately prior to the BBTS Distribution, BBTS Borrower LP (“BBTS-B”) owned approximately 69.5% of Holdings and approximately 70.4% of Holdings GP and the Filing Parties may have been deemed to have shared power to vote, or direct the disposition of, and to dispose of, or direct the disposition of, the Common Units, Class B Convertible Units and Subordinated Units held of record by Southcross Holdings Borrower LP, which (giving effect to the conversion of such Class B Convertible Units and Subordinated Units) constitute approximately 57.2% of the Common Units.
 
As contemplated by the Holdings LP Agreement, on December 5, 2014, BBTS-B distributed (the “BBTS Distribution”) its approximately 69.5% interest in Holdings and its approximately 70.4% interest in Holdings GP (together, the “BBTS Interest”) to BBTS Guarantor LP (“Guarantor LP”), Guarantor LP distributed the BBTS Interest to BlackBrush TexStar LP (“BlackBrush”), and BlackBrush distributed (i) 51.14% of the BBTS Interest to EIG, which resulted in EIG becoming a limited partner of Holdings and a member of Holdings GP and directly owning approximately 35.5% of Holdings and approximately 36% of Holdings GP and (ii) 48.86% of the BBTS Interest to TW BBTS Aggregator LP (“BBTS Aggregator”), which resulted in BBTS Aggregator becoming a limited partner of Holdings and a member of Holdings GP and directly owning approximately 34% of Holdings and approximately 34.4% of Holdings GP.
 
Following the BBTS Distribution, none of the Filing Parties are deemed to beneficially own any Common Units, Class B Convertible Units or Subordinated Units of SXE and have no power to vote or dispose of any shares of Common Units, Class B Convertible Units or Subordinated Units of SXE.  Each of the Tailwater Parties and the EIG Parties has separately filed Schedule 13Ds with respect to the Common Units, Class B Convertible Units and Subordinated Units of SXE.
 
Item 7.        Materials to be Filed as Exhibits.
 
Exhibit 1.   Joint Filing Agreement.*
 
*  Previously filed as an Exhibit to the Original Schedule 13D and incorporated herein by reference.
 

 

 

 
Page 8 of 10
 


SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date:  December 8, 2014
 
 
 
BBTS BORROWER LP,
a Delaware limited partnership
  
       
       
 
By:
/s/ Brian Blakeman  
   
Brian Blakeman, Attorney-In-Fact for BBTS
Borrower LP
  
 
 
 
 
 
BBTS BORROWER GP LLC,
a Delaware limited liability company
  
       
       
 
By:
/s/ Brian Blakeman  
   
Brian Blakeman, Attorney-In-Fact for BBTS
Borrower GP LLC
  
 

 
 
BBTS GUARANTOR LP,
a Delaware limited partnership
  
       
       
 
By:
/s/ Brian Blakeman  
   
Brian Blakeman, Attorney-In-Fact for BBTS
Guarantor LP
  
 
 
 
 
BBTS GUARANTOR GP LLC,
a Delaware limited liability company
  
       
       
 
By:
/s/ Brian Blakeman  
   
Brian Blakeman, Attorney-In-Fact for BBTS
Guarantor GP LLC
  
 
 
 
 
BLACKBRUSH TEXSTAR LP,
a Delaware limited partnership
  
       
       
 
By:
/s/ Brian Blakeman  
    Brian Blakeman, Attorney-In-Fact for BlackBrush TexStar LP  
 
 
 
 
 
Page 9 of 10
 
 
 
 

 
BLACKBRUSH TEXSTAR GP LLC,
a Delaware limited liability company
  
       
       
 
By:
/s/ Brian Blakeman  
    Brian Blakeman, Attorney-In-Fact for BlackBrush TexStar GP LLC  

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 10 of 10