SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
TW Southcross Aggregator LP

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 200

(Street)
DALLAS TX 75201

(City) (State) (Zip)
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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Units 05/13/2016 J 359,459 A $1.48(1)(2) 15,005,588 I By Southcross Holdings Borrower LP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
TW Southcross Aggregator LP

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 200

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TW/LM GP Sub, LLC

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 200

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TAILWATER ENERGY FUND I, LP

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 200

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TW GP EF-1, LP

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 200

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TW GP EF-1 GP, LLC

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 200

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TW GP Holdings, LLC

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 200

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tailwater Capital LLC

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 200

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Herring Edward

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 1600

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Downie Jason H

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 200

(Street)
DALLAS TX 75201

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tailwater Holdings, LP

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 200

(Street)
DALLAS TX 75201

(City) (State) (Zip)
Explanation of Responses:
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 May 13, 2016 (the "Contribution Date"), Borrower contributed from cash on hand $532,000 (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 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 (as defined below) received 359,459 Common Units from Issuer at $1.48 per Common Unit.
Remarks:
See Exhibit 99.1
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 05/17/2016
TW/LM GP Sub. LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance 05/17/2016
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 05/17/2016
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 05/17/2016
TW GP EF-I GP, LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance 05/17/2016
TAILWATER HOLDINGS, LP, a Delaware limited partnership By: TW GP Holdings, LLC, its General Partner By: /s/ Brian Blakeman, Vice President 05/17/2016
TW GP HOLDINGS, LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President 05/17/2016
TAILWATER LLC, a Texas limited liability company By: /s/ Brian Blakeman, Vice President Tax & Finance 05/17/2016
/s/ Jason H. Downie 05/17/2016
/s/ Edward Herring 05/17/2016
** 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.