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): ~~February~~March 2712, 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

(~~Registrant's~~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:

~~oWritten~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~oSoliciting~~o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~oPre~~o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~oPre~~o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 35.0102. ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

~~On February~~Retention ~~27,~~Bonus 2019, Southcross Energy Partners, L.P. (the “Partnership”) announced that it had received notification from the New York Stock Exchange (the “NYSE”) that the staff of NYSE Regulation, Inc. (the “NYSE Regulation”) has determined to commence proceedings to delist the common units representing limited partner interests (the “Common Units”) of the Partnership. The NYSE Regulation reached its decision to delist the Common Units pursuant to Rule 802.01C of the NYSE’s Listed Company Manual, as the Partnership’s unit price had fallen below the NYSE’s continued listing standard for average closing price of less than $1.00 over a consecutive 30 trading-day period and failed to cure this non-compliance within the required timeframe. The NYSE Regulation will apply to the Securities and Exchange Commission (the “SEC”) to delist the Common Units from the NYSE upon completion of all applicable procedures, including any appeal by the Partnership of the decision of NYSE Regulation's staff. Trading in the Common Units on the NYSE was suspended after the market close on the NYSE on February 27, 2019. Program

~~The~~On ~~Partnership~~March ~~does~~12, ~~not~~2019, ~~intend~~the toBoard ~~appeal~~of Directors (the ~~decision~~“Board”) of ~~NYSE~~Southcross ~~Regulation's~~Energy ~~staff.~~Partners AsGP, ~~such~~LLC (the “Company”), onthe ~~February~~general 27partner of Southcross Energy Partners, ~~2019~~L.P., approved, upon the ~~Partnership~~recommendation ~~announced~~of ~~that~~the itCompensation ~~will~~Committee ~~move~~of ~~trading~~the inBoard, a retention bonus arrangement for its executive officers. The retention bonus arrangement includes a retention bonus payment (the ~~Common~~“Retention ~~Units~~Bonus”) to each of the ~~OTCQX®~~Company’s ~~from~~executive officers, the ~~NYSE~~terms ~~effective~~of atwhich are governed by the ~~market~~applicable ~~close~~letter agreement (the “Letter Agreement”). The form of ~~trading~~the onLetter Agreement has been approved by the ~~NYSE~~Board and was executed on ~~February~~March 2713, 2019. Onby ~~February~~each 28of James W. Swent III, ~~2019~~Chairman, ~~the~~President ~~Common~~and ~~Units~~Chief ~~will~~Executive ~~begin~~Officer ~~trading~~of on the ~~OTCQX®~~Company, ~~under~~Michael ~~the~~B. ~~new~~Howe, ~~ticker~~Senior ~~symbol~~Vice ~~"SXEE"~~President atand Chief Financial Officer of the ~~market~~Company, ~~open~~and William C. Boyer, Senior Vice President and Chief Operating Officer of the Company. The ~~Partnership~~Retention ~~remains~~Bonus will be paid in a ~~publicly~~lump ~~traded~~sum ~~partnership,~~in ~~will~~cash ~~continue~~in toconnection ~~make~~with ~~all~~the ~~required~~execution ~~SEC~~of ~~filings~~the Letter Agreement and will ~~remain~~total ~~subject~~100% toof ~~SEC~~the ~~rules~~annual ~~and~~base ~~regulations~~salary ~~applicable~~for toMr. ~~reporting~~Swent ~~companies~~($1,000,000) ~~under~~and 150% of the ~~Securities~~annual ~~Exchange~~base ~~Act~~salary for each of ~~1934~~Messrs. Howe ($562,500) asand ~~amended~~Boyer ($525,000). Under the ~~“Exchange~~terms ~~Act”).~~of ~~The~~each ~~Partnership~~executive ~~plans~~officer’s toLetter ~~maintain~~Agreement, anthe ~~independent~~executive ~~Audit~~officer ~~Committee~~will ~~and~~be required to ~~provide~~repay ~~annual~~the ~~financial~~full ~~statements~~gross ~~audited~~amount of the Retention Bonus in the event that such executive’s employment is terminated within 15 months of the payment of the Retention Bonus, other than by areason ~~Public~~of termination by the Company ~~Accounting~~without ~~Oversight~~Cause ~~Board~~(as defined in the Letter Agreement) or due to such executive’s death or Disability (~~PCAOB~~as defined in the Letter Agreement). ~~independent~~The ~~registered~~executive ~~public~~will ~~accounting~~not ~~firm~~be ~~and~~required ~~unaudited~~to ~~interim~~repay ~~financial~~the ~~reports~~Retention ~~prepared~~Bonus if a termination of employment occurs for any reason after the earlier of (i) a Transaction (as defined in ~~accordance~~the ~~with~~Letter ~~U.S.~~Agreement) ~~generally~~or ~~accepted~~(ii) ~~accounting~~June ~~principles~~13, 2020.

~~The~~As ~~delisting~~a ofcondition to the ~~Common~~receipt ~~Units~~of ~~from~~ the ~~NYSE~~Retention ~~could~~Bonus, ~~negatively~~each ~~impact~~of ~~the~~Messrs. ~~Partnership~~Swent, byHowe ~~(i) reducing~~and ~~the~~Boyer ~~liquidity~~agreed ~~and~~to ~~market~~waive ~~price~~any ofseverance ~~the~~or ~~Partnership’s~~termination ~~Common~~payments ~~Units;~~to ~~(ii) reducing~~which ~~the~~they ~~number~~may ofotherwise ~~investors~~become ~~willing~~entitled tounder ~~hold~~the orterms ~~acquire~~of the ~~Partnership~~Company’s ~~Common~~Employee ~~Units~~Protection Plan, ~~which~~and ~~could~~each ~~negatively~~of ~~impact~~Messrs. ~~the~~Swent ~~Partnership’s~~and ~~ability~~Boyer tofurther ~~raise~~agreed ~~equity~~to ~~financing;~~waive ~~(iii) limiting~~any ~~the~~severance ~~Partnership’s~~or ~~ability~~termination payments to ~~use~~which ahe ~~registration~~may ~~statement~~otherwise tobecome ~~offer~~entitled ~~and~~under ~~sell~~the ~~freely~~terms ~~tradable~~of ~~securities~~that certain Employment Agreement dated September 17, ~~thereby~~2018 ~~preventing~~between the ~~Partnership~~Company ~~from~~and ~~accessing~~Mr. Swent and the ~~public~~terms ~~capital~~of ~~markets;~~that ~~and~~certain ~~(iv) impairing~~Severance Agreement between the ~~Partnership’s~~Company ~~ability~~and toMr. ~~provide~~Boyer ~~equity~~dated ~~incentives~~November to14, ~~its~~2016, ~~employees~~as amended.

The summary of the Retention Bonus under the retention bonus arrangement set forth under this Item 75.~~01 Regulation~~02 FDis ~~Disclosure~~qualified in its entirety by reference to the complete terms and conditions as set forth in the form of Letter Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.

OnItem ~~February~~9.01 Financial ~~27,~~Statements ~~2019, the Partnership issued a press release announcing the NYSE’s suspension of trading~~ and ~~commencement of delisting procedures and the movement of the Common Units from the NYSE to the OTCQX®. A copy of the press release is attached hereto as Exhibit 99.1.~~Exhibits

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.


(d)	Exhibits

Exhibit
Number		Description
99.1		Press Release, dated February 27, 2019.

The following exhibits are attached hereto and filed herewith



Exhibit Number			Description
10.1			Form of Letter Agreement for Retention Bonus Agreement, dated March 13, 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 ~~hereunto~~thereunto duly authorized.

	~~Southcross Energy Partners, L.P.~~	Southcross Energy Partners, L.P.
	By:	Southcross Energy Partners GP, LLC, its general partner
		its general partner
Dated: March 18, 2019	By:	/s/ Kelly Jameson
Dated: February 28, 2019	By:	/s/ Kelly Jameson
		Name: Kelly J. Jameson
		Name:	Kelly J. Jameson
		Title: Senior Vice President and General Counsel
		Title:	Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit
Number		Description
99.1		Press Release, dated February 27, 2019.

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