SOUTHCROSS ENERGY PARTNERS, L.P. (SXE) IPO

We expect to receive net proceeds of approximately $168.7 million, after 
deducting underwriting discounts and commissions, from the issuance and 
sale of common units offered by this prospectus. We will use the net proceeds 
from this offering to: 

• make a cash distribution to Holdings of $38.5 million, a portion of which 
will be used to reimburse Holdings for certain capital expenditures it 
incurred with respect to assets contributed to us; 

• repay $125.0 million of debt outstanding under our existing credit 
facility; 

• pay Citigroup Global Markets Inc. and Wells Fargo Securities, LLC an 
aggregate structuring fee of $0.7 million; and 

• pay estimated offering expenses of $4.5 million. 

Holdings may use a portion of the cash distribution it receives from us to 
redeem all or a portion of Holdings' outstanding redeemable preferred units. 

Immediately following the repayment of a portion of the outstanding balance 
under our existing credit facility with the net proceeds of this offering, 
we will terminate our existing credit facility, enter into a new credit 
facility and borrow approximately $150.0 million under that credit facility. 
We will use the proceeds from these borrowings to (i) make an ordinary course 
cash distribution of approximately $7.5 million to Holdings, (ii) repay the 
remaining balance of $140.0 million outstanding under our existing credit 
facility and (iii) pay fees and expenses of approximately $2.5 million 
relating to our new credit facility. 

As of September 30, 2012, we had approximately $253.2 million of indebtedness 
outstanding under our existing credit facility with a weighted average 
interest rate of 4.5%. The revolving credit facility matures on June 10,
2016, and borrowings bear interest at a variable rate per annum equal to the 
lesser of LIBOR, plus the applicable margins ranging from 2.25% to 4.25%, or 
at a base rate, plus applicable margins ranging from 1.25% to 3.25%. 
Borrowings made under our credit facility within the last twelve months were 
used primarily to fund capital expenditures. 

If the underwriters exercise their option to purchase additional common units, 
we will use the net proceeds from that exercise to redeem from Holdings a 
number of common units equal to the number of common units issued upon such 
exercise, at a price per common unit equal to the proceeds per common unit 
in this offering before expenses but after deducting underwriting discounts, 
commissions and structuring fees. 

The underwriters may, from time to time, engage in transactions with and 
perform services for us and our affiliates in the ordinary course of business. 
Affiliates of the underwriters are lenders under our existing credit facility 
and will, in that respect, receive a portion of the proceeds from this 
offering through the repayment of borrowings outstanding under our credit 
facility.

The natural gas gathering, compression, processing, transportation and 
marketing business and the NGL fractionation business are very competitive. 
Our competitors include other midstream companies, producers and intrastate 
and interstate pipelines. Competition for natural gas volumes is primarily 
based on reputation, commercial terms, reliability, service levels, 
flexibility, access to markets, location, available capacity, capital
expenditures and fuel efficiencies. Our principal competitors in South Texas 
are Copano Energy, L.L.C., Energy Transfer Partners, L.P., Enterprise Products 
Partners LP and Kinder Morgan Energy Partners LP. Our principal competitors in 
Alabama and Mississippi are Torch Energy Corporation, Gulf South Pipeline 
Company, LP, Southeast Supply Header, LLC, Samson Resources Inc. and El Paso 
Corporation. 

In addition to competing for natural gas volumes, we face competition for 
customer markets, which is primarily based on the proximity of pipelines to
the markets, price and assurance of supply.