NT 10-Q 1 nt-10xq.htm NT 10-Q Document



 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 12b-25
 
NOTIFICATION OF LATE FILING
 
 
 
(Check one):
 
o Form 10-K
o Form 20-F
o Form 11-K
x Form 10-Q
o Form 10-D
 
 
o Form N-SAR
o Form N-CSR
 
 
 
 
 
 
 
 
 
 
 
 
For Period Ended:
June 30, 2019
 
 
o Transition Report on Form 10-K
 
 
 
 
o Transition Report on Form 20-F
 
 
 
 
o Transition Report on Form 11-K
 
 
 
 
o Transition Report on Form 10-Q
 
 
 
 
o Transition Report on Form N-SAR
 
 
 
 
For the Transition Period Ended:
 
 
 
 
 
 
 
 
 
 
Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:


PART I - REGISTRANT INFORMATION 
Southcross Energy Partners, L.P.
Full Name of Registrant
 
 
Former Name if Applicable
 
1717 Main Street, Suite 5200
Address of Principal Executive Office (Street and Number)
 
Dallas, Texas 75201
City, State and Zip Code
 
PART II - RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)






 x
(a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
x
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
PART III - NARRATIVE
 
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Southcross Energy Partners, L.P. (the "Partnership," "Southcross," "we," "our" or "us") is notifying the Securities and Exchange Commission (the “Commission”) that the Partnership is utilizing Rule 12b-25, which allows for a filing of its Quarterly Report on Form 10-Q for the three months ended June 30, 2019 (the “Form 10-Q”) to be deemed timely if filed within the 5-day extension period.
As disclosed in the Partnership’s Current Report on Form 10-K filed with the Commission on April 1, 2019 (the "Petition Date") Partnership, our General Partner, and certain of the Partnership’s subsidiaries, including, Southcross Energy Finance Corp., Southcross Energy Operating, LLC, Southcross Energy GP LLC, Southcross Energy LP LLC, Southcross Gathering Ltd., Southcross CCNG Gathering Ltd., Southcross CCNG Transmission Ltd., Southcross Marketing Company Ltd., Southcross NGL Pipeline Ltd., Southcross Midstream Services, L.P., Southcross Mississippi Industrial Gas Sales, L.P., Southcross Mississippi Pipeline, L.P., Southcross Gulf Coast Transmission Ltd., Southcross Mississippi Gathering, L.P., Southcross Delta Pipeline LLC, Southcross Alabama Pipeline LLC, Southcross Nueces Pipelines LLC, Southcross Processing LLC, FL Rich Gas Services GP, LLC, FL Rich Gas Services, LP, FL Rich Gas Utility GP, LLC, FL Rich Gas Utility, LP, Southcross Transmission, LP, T2 EF Cogeneration Holdings, LLC, and T2 EF Cogeneration LLC (collectively the “Filing Subsidiaries” and, together with the Partnership and General Partner, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

In connection with the filing of voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code, the Partnership management needs additional time for the review and evaluation of the Partnership’s condensed consolidated financial statements. Such needed additional time could not be obviated without incurring unreasonable effort or expense.
The Partnership expects to file the Form 10-Q on or before August 19, 2019, the prescribed due date under the five calendar day extension provided under Rule 12b-25(b) under the Securities Exchange Act of 1934, as amended.







PART IV - OTHER INFORMATION
 
(1)
Name and telephone number of person to contact in regard to this notification
 
Michael B. Howe
 
214
 
979-9830
 
(Name)
 
(Area Code)
 
(Telephone Number)
 
 
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
 
 
 
 
 
 
 
x Yes    o No
 
 
 
 
 
 
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
 
 
 
 
 
 
 
o Yes    x No
 
 
 
 
 
 
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
Southcross Energy Partners, L.P.
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
By: Southcross Energy Partners GP, LLC, its general partner
 
 
 
 
 
Date
August 15, 2019
 
By:
/s/ Michael B. Howe
 
 
 
 
Name: Michael B. Howe
 
 
 
 
Title: Senior Vice President and Chief Financial Officer
 
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
 
 
ATTENTION
 
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).