If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 29269K 100
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SCHEDULE 13D
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1
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NAME OF
REPORTING PERSONS
Enduro Resource Partners LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
OO (see Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
8,600,000 Trust Units
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
8,600,000 Trust Units
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,600,000 Trust Units
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
26.1%
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14
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TYPE OF REPORTING PERSON
OO (Limited Liability Company)
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CUSIP No. 29269K 100
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SCHEDULE 13D
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1
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NAME OF
REPORTING PERSONS
Enduro Resource Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
00 (see Item 3)
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
8,600,000 Trust Units
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
8,600,000 Trust Units
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,600,000 Trust Units
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
26.1%
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14
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TYPE OF REPORTING PERSON
OO (Limited Liability Company)
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CUSIP No. 29269K 100
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SCHEDULE 13D
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1
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NAME OF
REPORTING PERSONS
R/C IV Enduro Holdings, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
00
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
8,600,000 Trust Units
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
8,600,000 Trust Units
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,600,000 Trust Units
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
26.1%
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14
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TYPE OF REPORTING PERSON
PN (Limited Partnership)
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CUSIP No. 29269K 100
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SCHEDULE 13D
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1
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NAME OF
REPORTING PERSONS
Riverstone/Carlyle Energy Partners IV, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
00
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
8,600,000 Trust Units
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
8,600,000 Trust Units
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,600,000 Trust Units
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
26.1%
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14
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TYPE OF REPORTING PERSON
PN (Limited Partnership)
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CUSIP No. 29269K 100
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SCHEDULE 13D
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1
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NAME OF
REPORTING PERSONS
R/C Energy GP IV, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a)
¨
(b)
x
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
00
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5
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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8
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SHARED VOTING POWER
8,600,000 Trust Units
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9
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SOLE DISPOSITIVE POWER
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10
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SHARED DISPOSITIVE POWER
8,600,000 Trust Units
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,600,000 Trust Units
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
¨
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
26.1%
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14
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TYPE OF REPORTING PERSON
OO (Limited Liability Company)
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Introduction.
This Amendment No. 1 (this
Amendment No. 1
) amends and supplements the Schedule 13D filed on
November 18, 2011 (the
Schedule 13D
) relating to the trust units representing beneficial interests (the
Trust Units
) in Enduro Royalty Trust, a Delaware statutory trust (the
Issuer
).
Except as specifically provided herein, this Amendment No. 1 does not modify any
of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined herein shall have meanings previously given to them on the Schedule 13D.
Item 2.
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Identity and Background.
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Item 2 is amended by:
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(1)
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deleting
Schedule A
of Schedule 13D and replacing it with
Schedule A
attached hereto.
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(2)
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amending paragraph (b)(ii) by replacing the following:
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c/o Riverstone Holdings LLC
712 Fifth Avenue, 51st Floor
New
York, New York 10019.
with:
c/o Riverstone Holdings LLC
712
Fifth Avenue, 36th Floor
New York, New York 10019.
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(3)
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amending the first sentence of paragraph (c)(i) by replacing Texas, Louisiana and New Mexico with Texas, Louisiana, New Mexico, North Dakota and Wyoming.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended and supplemented by the following:
On September 26, 2013, Enduro Partners entered into an underwriting agreement (the
Underwriting Agreement
), by and
among the Trust, Enduro Partners and the underwriters named therein (the
Underwriters
), with respect to the sale (the
Secondary Offering
) by Enduro Partners of 11,200,000 Trust Units at a price of $13.296 per
Trust Unit. Pursuant to the Underwriting Agreement, Enduro Partners has granted the Underwriters a 30-day option to purchase an additional 1,680,000 Trust Units.
On October 2, 2013, also pursuant to the Underwriting Agreement, Enduro Partners sold 11,200,000 Trust Units to the Underwriters.
Further pursuant to the Underwriting Agreement, Enduro Partners has entered into a lock-up
agreement (the
Lock-up Agreement
) pursuant to which it has agreed with the Underwriters not to dispose of or hedge any Trust Units or securities convertible into or exchangeable for Trust Units during the period from
September 26, 2013 continuing through and including the date 60 days after September 26, 2013, except with the prior written consent of the Barclays Capital Inc.
The foregoing descriptions of the Underwriting Agreement and the Lock-up Agreement do not purport to be complete and are qualified in their
entirety by reference to the Underwriting Agreement, which is filed as Exhibit 99.2 hereto, and the form of Lock-up Agreement, which is included as Exhibit A-1 to the Underwriting Agreement, and are incorporated herein by reference.
Item 5.
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Interest in Securities of the Issuer.
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Clauses (a) and (b) of Item 5 are amended and
restated in their entirety as follows:
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(a)-(b) (i)
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Enduro Partners is the record owner of 8,600,000 Trust Units, which represents 26.1% of the outstanding Trust Units (based on the number of Trust Units outstanding as of October 2, 2013 as disclosed in the Prospectus
Supplement dated September 26, 2013 of the Issuer and Enduro Partners relating to the Secondary Offering). Enduro Partners has shared voting and dispositive powers with respect to the 8,600,000 Trust Units.
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(ii)
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Enduro Holdings does not directly own any Trust Units. By virtue of being the sole member of Enduro Partners, Enduro Holdings may be deemed to possess shared voting and dispositive powers with respect to the 8,600,000 Trust Units
held by Enduro Partners, representing 26.1% of the outstanding Trust Units.
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(iii)
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R/C IV Enduro does not directly own any Trust Units. By virtue of owning 92.7% of the limited liability company interests in Enduro Holdings, R/C IV Enduro may be deemed to possess shared voting and dispositive powers with
respect to the 8,600,000 Trust Units held by Enduro Partners, representing 26.1% of the outstanding Trust Units.
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(iv)
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Riverstone/Carlyle Energy does not directly own any Trust Units. By virtue of being the sole general partner of R/C IV Enduro, Riverstone/Carlyle Energy may be deemed to possess shared voting and dispositive powers with respect
to the 8,600,000 Trust Units held by Enduro Partners, representing 26.1% of the outstanding Trust Units.
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(v)
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R/C Energy GP does not directly own any Trust Units. By virtue of being the sole general partner of Riverstone/Carlyle Energy, R/C Energy GP may be deemed to possess shared voting and dispositive powers with respect to the
8,600,000 Trust Units held by Enduro Partners, representing 26.1% of the outstanding Trust Units.
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(vi)
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See
Schedule A
for the aggregate number and percentage of Trust Units beneficially owned by the Listed Persons.
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(c)
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Clause (c) is amended and supplemented by the following:
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Item 4 above summarizes the
Secondary Offering and is incorporated herein by reference.
ITEM 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 6 is hereby amended and supplemented by the following:
Item 4 above summarizes certain provisions of the Underwriting Agreement and the Lock-up Agreement and is incorporated herein by
reference. A copy of the Underwriting Agreement, which includes the form of Lock-up Agreement as Exhibit A-1 thereto, is attached as Exhibit 99.2 to this Amendment No. 1, and is incorporated by reference herein.
ITEM 7.
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Materials to be Filed as Exhibits.
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Exhibit
Number
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Description
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99.1
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Joint Filing Agreement (incorporated by reference to Exhibit 99.1 of Schedule 13D, dated November 18, 2011, filed by Enduro Resource Partners LLC).
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99.2
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Underwriting Agreement dated as of September 26, 2013 among Enduro Resource Partners LLC, Enduro Royalty Trust and Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Wells
Fargo Securities, LLC, as representatives of the several underwriters named therein, including the form of Lock-up Agreement as Exhibit A-1 (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K, dated October 2, 2013 filed by
Enduro Royalty Trust).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true,
complete and correct.
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Date: October 10, 2013
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ENDURO RESOURCE PARTNERS LLC
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By:
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/s/ Jon S. Brumley
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Name:
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Jon S. Brumley
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Title:
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President and Chief Executive Officer
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ENDURO RESOURCE HOLDINGS LLC
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By:
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/s/ Jon S. Brumley
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Name:
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Jon S. Brumley
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Title:
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President and Chief Executive Officer
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S-1
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R/C IV ENDURO HOLDINGS, L.P.
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By:
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Riverstone/Carlyle Energy Partners IV, L.P., its sole general partner
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By:
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R/C Energy GP IV, LLC, its sole general partner
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By:
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/s/ Tom Walker
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Name: Tom Walker
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Title: Managing Director
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RIVERSTONE/CARLYLE ENERGY PARTNERS IV, L.P.
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By:
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R/C Energy GP IV, LLC, its sole general partner
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By:
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/s/ Tom Walker
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Name: Tom Walker
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Title: Managing Director
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R/C ENERGY GP IV, LLC
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By:
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/s/ Tom Walker
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Name: Tom Walker
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Title: Managing Director
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S-2
Schedule A
Listed Persons
As
of September 26, 2013
Executive Officers of Enduro Partners
Jon S. Brumley
777 Main Street, Suite 800
Fort Worth, Texas 76102
Principal Occupation: President and
Chief Executive Officer of each Enduro Entity
Citizenship: USA
Amount Beneficially Owned: 30,000 Trust Units (less than 1%)*
John W. Arms
777 Main Street, Suite 800
Fort Worth, Texas 76102
Principal Occupation: Executive Vice
President and Chief Operating Officer of each Enduro Entity
Citizenship: USA
Amount Beneficially Owned: 20,000 Trust Units (less than 1%)*
Kimberly A. Weimer
777 Main Street, Suite 800
Fort Worth, Texas 76102
Principal Occupation: Vice President and
Chief Financial Officer of each Enduro Entity
Citizenship: USA
Amount Beneficially Owned: 1,700 Trust Units (less than 1%)*
Bill R. Pardue
777 Main Street, Suite 800
Fort Worth, Texas 76102
Principal Occupation: Director,
Engineering and Operations of Enduro Partners
Citizenship: USA
Amount Beneficially Owned: 4,200 Trust Units (less than 1%)*
David J. Grahek
777 Main Street, Suite 800
Fort Worth, Texas 76102
Principal Occupation: Director, Geology
of Enduro Partners
Citizenship: USA
Amount Beneficially
Owned: 7,500 Trust Units (less than 1%)*
Executive Officers of Enduro Holdings
Jon S. Brumley
(see above)
John W. Arms
(see above)
Kimberly A. Weimer
(see above)
Board of Managers of Enduro Partners and Enduro Holdings
Jon S. Brumley
(see above)
John W. Arms
(see above)
David Leuschen
c/o Riverstone Holdings LLC
712 Fifth Avenue, 36th Floor
New York, New York 10019
Principal Occupation: Senior Managing Director of Riverstone Holdings LLC (
Riverstone
)
Citizenship: USA
Amount Beneficially Owned: 0 Trust Units
Pierre F. Lapeyre, Jr.
c/o Riverstone Holdings LLC
712 Fifth Avenue, 36th Floor
New York, New York 10019
Principal Occupation: Senior Managing Director of Riverstone
Citizenship: USA
Amount Beneficially Owned: 0 Trust Units
N. John Lancaster, Jr.
c/o Riverstone Holdings LLC
712 Fifth Avenue, 36th Floor
New York, New York 10019
Principal Occupation: Partner and Managing Director of Riverstone
Citizenship: USA
Amount Beneficially Owned: 0 Trust Units
I. Jon Brumley
777 Main Street, Suite 800
Fort Worth, Texas 76102
Principal Occupation: Private Investor
Citizenship: USA
Amount Beneficially Owned: 112,360 Trust
Units (less than 1%)*
Managing Committee of R/C Energy GP
Pierre F. Lapeyre, Jr.
(see above)
David M. Leuschen
(see above)
Lord John Browne
c/o Riverstone Europe LLP
3 Burlington Gardens
London W1S 3EP England
Principal Occupation: Partner and Managing Director of Riverstone
Citizenship: UK
Amount Beneficially Owned: 0 Trust Units
Michael B. Hoffman
c/o Riverstone Holdings LLC
712 Fifth Avenue, 36th Floor
New York, New York 10019
Principal Occupation: Partner and Managing Director of Riverstone
Citizenship: USA
Amount Beneficially Owned: 0 Trust Units
N. John Lancaster, Jr.
(see above)
Andrew W. Ward
c/o Riverstone Holdings LLC
712 Fifth Avenue, 36th Floor
New York, New York 10019
Principal Occupation: Partner and Managing Director of Riverstone
Citizenship: USA
Amount Beneficially Owned: 0 Trust Units
Daniel A. DAniello
c/o The Carlyle Group
1001 Pennsylvania Avenue, N.W., Suite 200 South
Washington, D.C.
20004
Principal Occupation: Managing Director of The Carlyle Group
Citizenship: USA
Amount Beneficially Owned: 0 Trust Units
Edward J. Mathias
c/o The Carlyle Group
1001 Pennsylvania Avenue, N.W., Suite 200 South
Washington, D.C.
20004
Principal Occupation: Managing Director of The Carlyle Group
Citizenship: USA
Amount Beneficially Owned: 0 Trust Units
*
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Unless otherwise indicated, the Listed Person has sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Trust Units.
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