UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________________________________
FORM 10-K/A
(Amendment No. 1)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                to                               
Commission file number: 001-35719
Southcross Energy Partners, L.P.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
45-5045230
(I.R.S. Employer Identification No.)
1717 Main Street, Suite 5200
Dallas, TX
(Address of principal executive offices)
75201
(Zip Code)
(214) 979-3700
www.southcrossenergy.com
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Units Representing Limited Partner Interests
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o     No  x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes  o   No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x     No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x     No  o




Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  o
 
Accelerated filer  o
 
Non-accelerated filer  o
  (Do not check if a
smaller reporting company)
 
Smaller reporting company  x
 
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
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o     No  x
The aggregate market value of common units held by non-affiliates of the registrant on June 30, 2017 was approximately $69,887,015 based on the closing sale price and the number of outstanding common units held by non-affiliates on such date as reported on the New York Stock Exchange.

As of February 23, 2018, the registrant has 48,623,615 common units, 12,213,713 subordinated units and 18,656,071 Class B Convertible Units outstanding. The registrant's common units trade on the New York Stock Exchange under the symbol "SXE".





Explanatory Note

This Amendment No. 1 to Form 10-K (this "Amendment No. 1") amends the Annual Report on Form 10-K for the year ended December 31, 2017 of Southcross Energy Partners, L.P. (the "Company"), originally filed with the Securities and Exchange Commission on March 1, 2017 (the “Original Form 10-K”). The Company is filing this Amendment No. 1 solely to correct an inadvertent error on the cover page of the Original Form 10-K in which the box identifying the Company as a shell company was incorrectly checked “Yes”. The error has been corrected in this Amendment No. 1 by checking the “No” box in response to this item on the cover page.

This Amendment No. 1 does not reflect subsequent events occurring after the filing date of the Original Form 10-K or otherwise modify or update in any way disclosures made in the Original Form 10-K. This Amendment No. 1 should be read in conjunction with the Original Form 10-K. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 includes updated certifications from the Company's principal executive officer and principal financial officer as Exhibits 31.1, 31.2 and 32.1.




SOUTHCROSS ENERGY PARTNERS, L.P.
FORM 10-K
FOR THE PERIOD ENDED DECEMBER 31, 2017

Exhibit
Number
 
Description
 
Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a).
 
Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a).
 
Certifications of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).





SIGNATURES
Pursuant to the requirements of Section 13 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
Date:
March 13, 2018
By:
/s/ DAVID W. BIEGLER
 
 
 
David W. Biegler
Acting President, Chief Executive Officer and Chairman of the Board
 
 
 
(Principal Executive Officer)
 
 
 
 
 
 
 
/s/ BRET M. ALLAN
 
 
 
Bret M. Allan
Senior Vice President and Chief Financial Officer
 
 
 
(Principal Financial Officer and Principal Accounting Officer)