0001547638-19-000024.txt : 20190820 0001547638-19-000024.hdr.sgml : 20190820 20190819181841 ACCESSION NUMBER: 0001547638-19-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190819 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190820 DATE AS OF CHANGE: 20190819 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35719 FILM NUMBER: 191037530 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 8-K 1 a8k-wadeanddownieresignati.htm 8-K Document


 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): August 14, 2019
 
Southcross Energy Partners, L.P.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-35719
 
45-5045230
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation or
 organization)
 
File Number)
 
Identification No.)
 
1717 Main Street
Suite 5200
Dallas, Texas 75201
(Address of principal executive office) (Zip Code)
 
(214) 979-3700
(Registrants’ telephone number, including area code)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    
Emerging Growth Company o
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director

By letters dated August 14, 2019 (each, a “Letter”), Randall S. Wade and Jason H. Downie each provided notice to Southcross Energy Partners GP, LLC’s board of directors (the “Partnership GP Board”) of their respective decisions to resign from the Partnership GP Board effective as of the date of each Letter. Mr. Wade was not a member of any committees of the Partnership GP Board and is the Chief Operating Officer of EIG Global Energy Partners, LLC, which indirectly owns approximately one-third of Southcross Holdings LP (“Holdings”). Mr. Downie was a member of the Compensation Committee of the Partnership GP Board and is the Co-Founder and Managing Partner of Tailwater Capital LLC, which also indirectly owns approximately one-third of Holdings. The Letters informed the Partnership GP Board that Mr. Wade’s and Mr. Downie’s decisions to resign were made in light of Southcross Energy Partners, L.P.’s pending litigations against Southcross Holdings Borrower, L.P., an affiliate of Holdings.
Copies of the Letters are attached hereto as Exhibit 17.1 and Exhibit 17.2, respectively, and are incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits

(d)
Exhibits

Exhibit No.
 
Description
 
Resignation Letter of Randall S. Wade from the Board of Directors of Southcross Energy Partners GP, LLC dated as of August 14, 2019.

 
 
Resignation Letter of Jason H. Downie from the Board of Directors of Southcross Energy Partners GP, LLC dated as of August 14, 2019.

 





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
 
Southcross Energy Partners, L.P.

 
By:
Southcross Energy Partners GP, LLC, its general partner
 
 
 
Dated: August 19, 2019
By:
/s/ Kelly J. Jameson
 
 
Name: Kelly J. Jameson
 
 
Title: Senior Vice President, General Counsel and Secretary
    

 EX-17.1 2 a2019q210-qex171.htm EXHIBIT 17.1 Exhibit


Randall S. Wade
c/o EIG Management Company, LLC
1700 Pennsylvania Ave. NW
Washington, DC 20006
  
August 14, 2019


Southcross Energy Partners GP, LLC
1700 Pacific Avenue, Suite 2900
Dallas, Texas 75201
Attn: Chief Executive Officer
Attn: Chairman of the Board


Re: Resignation of Randall Wade from Board of Directors

Gentlemen:

Reference is hereby made to that Second Amended and Restated Limited Liability Company Agreement of Southcross Energy Partners GP, LLC, a Delaware limited liability company (the “Company”), dated as of August 4, 2014 (as amended or modified, the “LLC PlAgreement”).

I, Randall Wade, hereby resign and withdraw, from any and all positions that I hold as a member of the board of directors (the “Board”) of the Company and from any and all offices, committees and subcommittees, or other positions with the Company. I request my resignation be given immediate effect in light of outstanding litigation of which the Company is aware.

Notwithstanding my resignation and withdrawal as described above, my resignation and withdrawal shall in no way be deemed to be a waiver or adverse modification of, or to otherwise prevent me (or the parties referred to in clause (f) below) from receiving the benefit of: (a) rights to indemnification by the Company (and if applicable, its affiliates) or any successor thereto, as in effect on the date of my resignation; (b) rights to exculpation by the Company (and if applicable, its affiliates) or any successor thereto, as in effect on the date of my resignation; (c) insurance maintained for the benefit of any current or former member of the Board, as required by the LLC Agreement; (d) any rights to indemnification or exculpation which may be available to me as a matter of applicable law; (e) any and all rights and protections for my benefit granted pursuant to the governance agreements of the Company which otherwise survive my resignation and withdrawal; or (f) any provision in the LLC

Agreement or other governance agreement which extends the benefits of the rights so above- reserved to my heirs, successors, assigns and administrators.
Very truly yours,
 
 
 
/s/ Randall S. Wade
 
Randall S. Wade
 
 
 

Acknowledged and Agreed:
 
 
 
 
 
 
Southcross Energy Partners GP, LLC
 
 
 
 
 
 
/s/ Kelly Jameson
 
 
 
 
 
 
 
 
 
By: Its Authorized Representative
 
 
 



 EX-17.2 3 a2019q210-qex172.htm EXHIBIT 17.2 Exhibit


Jason H. Downie
c/o Tailwater Capital LLC
2021 McKinney Avenue, Suite 1250
Dallas, Texas 75201

August 14, 2019


Southcross Energy Partners GP, LLC
1700 Pacific Avenue, Suite 2900
Dallas, Texas 75201
Attn: Chief Executive Officer
Attn: Chairman of the Board


Re: Resignation of Jason Downie from Board of Directors

Gentlemen:

Reference is hereby made to that Second Amended and Restated Limited Liability Company Agreement of Southcross Energy Partners GP, LLC, a Delaware limited liability company (the “Company”), dated as of August 4, 2014 (as amended or modified, the “LLC PlAgreement”).

I, Jason Downie, hereby resign and withdraw, from any and all positions that I hold as a member of the board of directors (the “Board”) of the Company and from any and all offices, committees and subcommittees, or other positions with the Company. I request my resignation be given immediate effect in light of outstanding litigation of which the Company is aware.

Notwithstanding my resignation and withdrawal as described above, my resignation and withdrawal shall in no way be deemed to be a waiver or adverse modification of, or to otherwise prevent me (or the parties referred to in clause (f) below) from receiving the benefit of: (a) rights to indemnification by the Company (and if applicable, its affiliates) or any successor thereto, as in effect on the date of my resignation; (b) rights to exculpation by the Company (and if applicable, its affiliates) or any successor thereto, as in effect on the date of my resignation; (c) insurance maintained for the benefit of any current or former member of the Board, as required by the LLC Agreement; (d) any rights to indemnification or exculpation which may be available to me as a matter of applicable law; (e) any and all rights and protections for my benefit granted pursuant to the governance agreements of the Company which otherwise survive my resignation and withdrawal; or (f) any provision in the LLC

Agreement or other governance agreement which extends the benefits of the rights so above- reserved to my heirs, successors, assigns and administrators.

Very truly yours,
 
 
 
/s/ Jason H. Downie
 
Jason H. Downie
 
 
 

Acknowledged and Agreed:
 
 
 
 
 
 
Southcross Energy Partners GP, LLC
 
 
 
 
 
 
/s/ Kelly Jameson
 
 
 
 
 
 
 
 
 
By: Its Authorized Representative