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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
EIG BBTS Holdings, LLC 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON, DC 20006 |
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Thomas R. Blair 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON, DC 20006 |
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R. Blair Thomas 2010 Irrevocable Trust 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON, DC 20006 |
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EIG Management Company, LLC 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON, DC 20006 |
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EIG Global Energy Partners, LLC 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON, DC 20006 |
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EIG Asset Management, LLC 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON, DC 20006 |
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Wade Randall S. 1700 PENNSYLVANIA AVENUE NW, SUITE 800 WASHINGTON, DC 20006 |
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Randall Wade 2010 Irrevocable Trust 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON, DC 20006 |
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Kristina Wade 2010 Irrevocable Trust 1700 PENNSYLVANIA AVE. NW, SUITE 800 WASHINGTON, DC 20006 |
EIG BBTS HOLDINGS, LLC By: EIG Management Company, LLC, its Manager By: /s/ R. Blair Thomas, Chief Executive Officer By: /s/ Robert L. Vitale, General Counsel | 05/17/2016 | |
**Signature of Reporting Person | Date | |
R. BLAIR THOMAS By: /s/ R. Blair Thomas | 05/17/2016 | |
**Signature of Reporting Person | Date | |
THE R. BLAIR THOMAS 2010 IRREVOCABLE TRUST By: /s/ R. Blair Thomas, Trustee | 05/17/2016 | |
**Signature of Reporting Person | Date | |
EIG MANAGEMENT COMPANY, LLC By: /s/ R. Blair Thomas, Chief Executive Officer By: /s/ Robert L. Vitale, General Counsel | 05/17/2016 | |
**Signature of Reporting Person | Date | |
EIG GLOBAL ENERGY PARTNERS, LLC By: /s/ R. Blair Thomas, Chief Executive Officer By: /s/ Robert L. Vitale, General Counsel | 05/17/2016 | |
**Signature of Reporting Person | Date | |
EIG ASSET MANAGEMENT, LLC By: /s/ R. Blair Thomas, Chief Executive Officer By: /s/ Robert L. Vitale, General Counsel | 05/17/2016 | |
**Signature of Reporting Person | Date | |
RANDALL S. WADE By: /s/ Randall S. Wade | 05/17/2016 | |
**Signature of Reporting Person | Date | |
THE RANDALL WADE 2010 IRREVOCABLE TRUST By: /s/ Randall S. Wade, Trustee | 05/17/2016 | |
**Signature of Reporting Person | Date | |
THE KRISTINA WADE 2010 IRREVOCABLE TRUST By: /s/ Randall S. Wade, Trustee | 05/17/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(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. |