13D Filing: EIG BBTS Holdings, LLC Owns Massive Stake in Southcross Energy Partners, L.P. (SXE)

Item 2 of the Original Schedule 13D (as previously amended) is hereby amended by adding the following paragraphs to the list of principal businesses of the Filing Parties:

(7) The RW Trust is a member of EGEP and in such capacity controls the activities of EGEP.  The RW Trust also holds other investment assets for the benefit of its beneficiaries and does not otherwise engage in any business activities.

(8) The KW Trust is a member of EGEP and in such capacity controls the activities of EGEP.  The KW Trust also holds other investment assets for the benefit of its beneficiaries and does not otherwise engage in any business activities.

(9) Wade is a trustee of the RW Trust and the KW Trust and in such capacity controls the activities of the RW Trust and the KW Trust.  Wade also serves as the Chief Operating Officer of EGEP.

Item 5.

Interest in Securities of the Issuer.

Items 5(a)-(b) of the Original Schedule 13D (as previously amended) are hereby amended by amending and restating the first two paragraphs thereof as follows:

As of November 3, 2015, 28,420,619 Common Units, 15,684,512 Class B Convertible Units and 12,213,713 Subordinated Units were outstanding, as reported in SXE’s Quarterly Report on Form 10-Q for the quarterly period ended November 3, 2015.  274,478 additional Class B Convertible Units were issued to SHB on November 9, 2015 and Unpaid Class B PIK Rights equivalent to 279,303 Class B Convertible Units  were acquired by SHB on February 14, 2016.

SHB owns of record 6,616,400 Common Units and all 15,958,990 Class B Convertible Units and 12,213,713 Subordinated Units that are outstanding and holds Unpaid Class B PIK Rights equivalent to 279,303 Class B Convertible Units.  SHB is owned 100% by Southcross Holdings Guarantor LP (“Guarantor”) and its non-economic general partner interest is held by Southcross Holdings Borrower GP LLC (“SHB GP”), which is owned 100% by Guarantor.  Guarantor is owned 100% by Holdings and its non-economic general partner interest is held by Southcross Holdings Guarantor GP LLC (“Guarantor GP”), which is owned 100% by Holdings (SHB, SHB GP, Guarantor, Guarantor GP, Holdings and Holdings GP are referred to collectively as the “Southcross Parties”).

Items 5(a)-(b) of the Original Schedule 13D (as previously amended) are hereby amended by adding a new paragraph thereto as follows:

SHB was entitled to receive from the Issuer, within forty-five (45) days after the quarter ending December 31, 2015, a Class B Quarterly Distribution (as defined in the Partnership Agreement), consisting of a payment-in-kind distribution on outstanding Class B Convertible Units of Class B PIK Units in accordance with the terms of the Partnership Agreement.   However, the Issuer did not timely make such Class B Quarterly Distribution.  The Partnership Agreement provides that, notwithstanding the Issuer’s failure to make such Class B Quarterly Distribution, the holders entitled to the unpaid Class B PIK Units shall be entitled to Unpaid Class B PIK Rights (as defined above).  Therefore, on February 14, 2016, SHB acquired Unpaid Class B PIK Rights equivalent to 279,303 Class B Convertible Units

Other than as described above, there have been no reportable transactions in the Common Units, Class B Convertible Units, Unpaid Class B PIK Rights or Subordinated Units that were effected in the last 60 days by the Filing Parties.

Item 7.

Materials to be Filed as Exhibits.

Exhibit 3.

Joint Filing Agreement*

* Previously filed as an Exhibit to the Original Schedule 13D and incorporated herein by reference.