Amended Statement of Beneficial Ownership (sc 13d/a)
January 12 2018 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
CVR Partners,
LP
(Name of Issuer)
Common Units representing Limited Partner Interests
(Title of Class of Securities)
126633106
(CUSIP Number)
Marisa Beeney
GSO Capital Partners LP
345 Park Avenue
New
York, New York 10154
Tel: (212) 583-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 10, 2018
(Date
of Event Which Requires Filing of This Statement)
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 remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
|
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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1
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|
Names of
reporting persons
GSO Cactus Credit Opportunities Fund LP
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
0.0%
|
14
|
|
Type of reporting person (see
instructions)
PN
|
|
|
|
|
|
|
|
1
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|
Names of
reporting persons
Steamboat Nitro Blocker LLC
|
2
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|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
0.0%
|
14
|
|
Type of reporting person (see
instructions)
OO
|
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1
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|
Names of
reporting persons
Steamboat Credit Opportunities Intermediate Fund LP
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
0.0%
|
14
|
|
Type of reporting person (see
instructions)
PN
|
|
|
|
|
|
|
|
1
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|
Names of
reporting persons
GSO Coastline Credit Partners LP
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
0.0%
|
14
|
|
Type of reporting person (see
instructions)
PN
|
|
|
|
|
|
|
|
1
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|
Names of
reporting persons
GSO ADGM II Nitro Blocker LLC
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
2,824,081
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
2,824,081
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
2,824,081
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
2.5%
|
14
|
|
Type of reporting person (see
instructions)
OO
|
|
|
|
|
|
|
|
1
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|
Names of
reporting persons
GSO Aiguille des Grands Montets Fund II LP
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Ontario, Canada
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
2,824,081
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
2,824,081
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
2,824,081
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
2.5%
|
14
|
|
Type of reporting person (see
instructions)
PN
|
|
|
|
|
|
|
|
1
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|
Names of
reporting persons
GSO Palmetto Opportunistic Investment Partners LP
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
0.0%
|
14
|
|
Type of reporting person (see
instructions)
PN
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
GSO Credit-A Partners LP
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
3,445,635
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
3,445,635
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
3,445,635
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
3.0%
|
14
|
|
Type of reporting person (see
instructions)
PN
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
GSO Special Situations Fund LP
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
0.0%
|
14
|
|
Type of reporting person (see
instructions)
PN
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
GSO SSOMF Nitro Blocker LLC
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
0.0%
|
14
|
|
Type of reporting person (see
instructions)
OO
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
GSO Special Situations Overseas Master Fund Ltd.
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Cayman Islands, British West Indies
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
0.0%
|
14
|
|
Type of reporting person (see
instructions)
CO
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
GSO Palmetto Opportunistic Associates LLC
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
0
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
0.0%
|
14
|
|
Type of reporting person (see
instructions)
OO
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
GSO Credit-A Associates LLC
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
3,445,635
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
3,445,635
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
3,445,635
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
3.0%
|
14
|
|
Type of reporting person (see
instructions)
OO
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
GSO Holdings I L.L.C.
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
3,445,635
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
3,445,635
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
3,445,635
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
3.0%
|
14
|
|
Type of reporting person (see
instructions)
OO
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Blackstone Holdings II L.P.
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
3,445,635
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
3,445,635
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
3,445,635
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
3.0%
|
14
|
|
Type of reporting person (see
instructions)
PN
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
GSO Capital Partners LP
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
2,824,081
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
2,824,081
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
2,824,081
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
2.5%
|
14
|
|
Type of reporting person (see
instructions)
PN
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
GSO Advisor Holdings L.L.C.
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
2,824,081
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
2,824,081
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
2,824,081
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
2.5%
|
14
|
|
Type of reporting person (see
instructions)
OO
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Blackstone Holdings I L.P.
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
2,824,081
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
2,824,081
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
2,824,081
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
2.5%
|
14
|
|
Type of reporting person (see
instructions)
PN
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Blackstone Holdings I/II GP Inc.
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
6,269,716
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
6,269,716
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
6,269,716
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
5.5%
|
14
|
|
Type of reporting person (see
instructions)
CO
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
The Blackstone Group L.P.
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
6,269,716
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
6,269,716
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
6,269,716
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
5.5%
|
14
|
|
Type of reporting person (see
instructions)
PN
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Blackstone Group Management L.L.C.
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
Delaware
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
6,269,716
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
6,269,716
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
6,269,716
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
5.5%
|
14
|
|
Type of reporting person (see
instructions)
OO
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Bennett J. Goodman
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
United States of America
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
6,269,716
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
6,269,716
|
11
|
|
Aggregate amount beneficially owned by each reporting person
6,269,716
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
5.5%
|
14
|
|
Type of reporting person (see
instructions)
IN
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
J. Albert Smith III
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
United States of America
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
0
|
|
8
|
|
Shared voting power
6,269,716
|
|
9
|
|
Sole dispositive power
0
|
|
10
|
|
Shared dispositive power
6,269,716
|
11
|
|
Aggregate amount beneficially owned by each reporting person
6,269,716
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
5.5%
|
14
|
|
Type of reporting person (see
instructions)
IN
|
|
|
|
|
|
|
|
1
|
|
Names of
reporting persons
Stephen A. Schwarzman
|
2
|
|
Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
|
3
|
|
SEC use only
|
4
|
|
Source of funds (see instructions)
OO
|
5
|
|
Check box if disclosure of legal
proceedings is required pursuant to Item 2(d) or 2(e) ☐
|
6
|
|
Citizenship or place of
organization
United States of America
|
Number of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
|
Sole voting power
6,269,716
|
|
8
|
|
Shared voting power
0
|
|
9
|
|
Sole dispositive power
6,269,716
|
|
10
|
|
Shared dispositive power
0
|
11
|
|
Aggregate amount beneficially owned by each reporting person
6,269,716
|
12
|
|
Check box if the aggregate amount in
Row (11) excludes certain shares (see instructions) ☐
|
13
|
|
Percent of class represented by amount
in Row (11)
5.5%
|
14
|
|
Type of reporting person (see
instructions)
IN
|
This Amendment No. 12 (Amendment No. 12) to Schedule 13D relates to the common units (the
Common Units) representing limited partner interests in CVR Partners, LP, a Delaware limited partnership (the Issuer), and amends the initial statement on Schedule 13D filed on April 11, 2016, as amended by Amendment
No. 1 to the Schedule 13D filed on July 8, 2016, as amended by Amendment No. 2 to the Schedule 13D filed on January 24, 2017, as amended by Amendment No. 3 to the Schedule 13D filed on February 3, 2017, as amended
by Amendment No. 4 to the Schedule 13D filed on February 13, 2017, as amended by Amendment No. 5 to the Schedule 13D filed on February 24, 2017, as amended by Amendment No. 6 to the Schedule 13D filed on March 3, 2017,
as amended by Amendment No. 7 to the Schedule 13D filed on June 21, 2017, as amended by Amendment No. 8 to the Schedule 13D filed on December 4, 2017, as amended by Amendment No. 9 to the Schedule 13D filed on
December 11, 2017, as amended by Amendment No. 10 to the Schedule 13D filed on December 20, 2017, as amended by Amendment No. 11 to the Schedule 13D filed on January 4, 2018 (as amended, the Schedule 13D).
Capitalized terms used but not defined in this Amendment No. 12 shall have the same meanings ascribed to them in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item
5(a) (b) of the Schedule 13D is hereby amended by amending and restating the first three paragraphs thereof as follows:
(a) (b) The
following disclosure is based upon 113,282,973 Common Units outstanding as of October 30, 2017, as reported by the Issuer in its Form
10-Q
filed with the Securities and Exchange Commission
(SEC) on November 2, 2017.
Based on this number of outstanding Common Units, the aggregate number and percentage of the Common Units
beneficially owned by each Reporting Person and, for each Reporting Person, the number of Common Units as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the
disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D.
As of January 11, 2018, GSO ADGM II Nitro Blocker LLC directly holds 2,824,081 Common Units and GSO
Credit-A
Partners LP directly holds 3,445,635 Common Units.
Item 5(c) of the Schedule 13D is hereby amended and restated as follows:
(c) Except as set forth on Schedule 1 attached hereto, as of January 11, 2018, none of the Reporting Persons effected any transaction in Common Units
since January 4, 2018.
Item 5(e) of the Schedule 13D is hereby amended and restated as follows:
(e) As of January 10, 2018, each of GSO Cactus Credit Opportunities Fund LP, Steamboat Nitro Blocker LLC, Steamboat Credit Opportunities Intermediate Fund
LP, GSO Coastline Credit Partners LP, GSO Palmetto Opportunistic Investment Partners LP, GSO Palmetto Opportunistic Associates LLC, GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd. and GSO SSOMF Nitro Blocker LLC
ceased to beneficially own any Common Units.
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.
Dated: January 12, 2018
|
|
|
GSO Cactus Credit Opportunities Fund LP
|
|
|
By:
|
|
GSO Capital Partners LP,
its investment
advisor
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
|
|
Steamboat Nitro Blocker LLC
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Manager
|
|
|
|
Steamboat Credit Opportunities Intermediate Fund LP
|
|
|
By:
|
|
GSO Capital Partners LP,
its investment
advisor
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
|
|
GSO Coastline Credit Partners LP
|
|
|
By:
|
|
GSO Capital Partners LP,
its investment
advisor
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
|
|
GSO ADGM II Nitro Blocker LLC
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Manager
|
[Schedule 13D/A CVR Partners, LP]
|
|
|
GSO Aiguille des Grands Montets Fund II LP
|
|
|
By:
|
|
GSO Capital Partners LP,
its investment
manager
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
GSO Palmetto Opportunistic Investment Partners LP
By:
|
GSO Palmetto Opportunistic Associates LLC,
|
|
|
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
|
|
GSO Credit
A-Partners
LP
|
|
|
By:
|
|
GSO
Credit-A
Associates LLC,
its general partner
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
|
|
GSO Palmetto Opportunistic Associates LLC
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
|
|
GSO
Credit-A
Associates LLC
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
|
|
GSO Special Situations Fund LP
|
|
|
By:
|
|
GSO Capital Partners LP,
its investment
manager
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
[Schedule 13D/A CVR Partners, LP]
|
|
|
GSO SSOMF Nitro Blocker LLC
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Manager
|
|
GSO Special Situations Overseas Master Fund Ltd.
|
|
|
By:
|
|
GSO Capital Partners LP,
|
|
|
its investment manager
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
GSO Holdings I L.L.C.
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
GSO Capital Partners LP
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Authorized Signatory
|
|
GSO Advisor Holdings L.L.C.
|
|
|
By:
|
|
Blackstone Holdings I L.P.,
|
|
|
its sole member
|
|
|
By:
|
|
Blackstone Holdings I/II GP Inc.,
|
|
|
its general partner
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
Blackstone Holdings I L.P.
|
|
|
By:
|
|
Blackstone Holdings I/II GP Inc.,
|
|
|
its general partner
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
[Schedule 13D/A CVR Partners, LP]
|
|
|
Blackstone Holdings II L.P.
|
|
|
By:
|
|
Blackstone Holdings I/II GP Inc.,
|
|
|
its general partner
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
Blackstone Holdings I/II GP Inc.
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
The Blackstone Group L.P.
|
|
|
By:
|
|
Blackstone Group Management L.L.C.,
|
|
|
its general partner
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
Blackstone Group Management L.L.C.
|
|
|
By:
|
|
/s/ John G. Finley
|
Name:
|
|
John G. Finley
|
Title:
|
|
Chief Legal Officer
|
|
Bennett J. Goodman
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Attorney-in-Fact
|
|
J. Albert Smith III
|
|
|
By:
|
|
/s/ Marisa Beeney
|
Name:
|
|
Marisa Beeney
|
Title:
|
|
Attorney-in-Fact
|
|
Stephen A. Schwarzman
|
|
/s/ Stephen A. Schwarzman
|
By:
|
|
Stephen A. Schwarzman
|
[Schedule 13D/A CVR Partners, LP]
SCHEDULE 1
Trading History
The below
reflects the transactions effected by the Reporting Persons since January 4, 2018.
|
|
|
|
|
|
|
|
|
|
|
|
|
Date
|
|
Nature of
Transaction
|
|
Common Units
|
|
|
Price per
Common Unit
|
|
|
Entity
|
1/4/2018
|
|
Open Market Sale
|
|
|
53,751
|
|
|
$
|
3.7629
|
|
|
GSO Special Situations Fund LP.
|
1/4/2018
|
|
Open Market Sale
|
|
|
43,355
|
|
|
$
|
3.7629
|
|
|
GSO SSOMF Nitro Blocker LLC
|
1/4/2018
|
|
Open Market Sale
|
|
|
6,256
|
|
|
$
|
3.7629
|
|
|
GSO Coastline Credit Partners LP
|
1/4/2018
|
|
Open Market Sale
|
|
|
18,223
|
|
|
$
|
3.7629
|
|
|
GSO Cactus Credit Opportunities Fund LP
|
1/4/2018
|
|
Open Market Sale
|
|
|
6,252
|
|
|
$
|
3.7629
|
|
|
Steamboat Nitro Blocker LLC
|
1/4/2018
|
|
Open Market Sale
|
|
|
59,950
|
|
|
$
|
3.7629
|
|
|
GSO Palmetto Opportunistic Investment Partners LP
|
1/5/2018
|
|
Open Market Sale
|
|
|
91,061
|
|
|
$
|
3.9767
|
|
|
GSO Special Situations Fund LP.
|
1/5/2018
|
|
Open Market Sale
|
|
|
77,485
|
|
|
$
|
3.9767
|
|
|
GSO SSOMF Nitro Blocker LLC
|
1/5/2018
|
|
Open Market Sale
|
|
|
10,598
|
|
|
$
|
3.9767
|
|
|
GSO Coastline Credit Partners LP
|
1/5/2018
|
|
Open Market Sale
|
|
|
26,833
|
|
|
$
|
3.9767
|
|
|
GSO Cactus Credit Opportunities Fund LP
|
1/5/2018
|
|
Open Market Sale
|
|
|
10,591
|
|
|
$
|
3.9767
|
|
|
Steamboat Nitro Blocker LLC
|
1/5/2018
|
|
Open Market Sale
|
|
|
101,561
|
|
|
$
|
3.9767
|
|
|
GSO Palmetto Opportunistic Investment Partners LP
|
1/8/2018
|
|
Open Market Sale
|
|
|
42,936
|
|
|
$
|
4.0088
|
|
|
GSO Special Situations Fund LP.
|
1/8/2018
|
|
Open Market Sale
|
|
|
36,534
|
|
|
$
|
4.0088
|
|
|
GSO SSOMF Nitro Blocker LLC
|
1/8/2018
|
|
Open Market Sale
|
|
|
4,998
|
|
|
$
|
4.0088
|
|
|
GSO Coastline Credit Partners LP
|
1/8/2018
|
|
Open Market Sale
|
|
|
12,652
|
|
|
$
|
4.0088
|
|
|
GSO Cactus Credit Opportunities Fund LP
|
1/8/2018
|
|
Open Market Sale
|
|
|
4,994
|
|
|
$
|
4.0088
|
|
|
Steamboat Nitro Blocker LLC
|
1/8/2018
|
|
Open Market Sale
|
|
|
47,886
|
|
|
$
|
4.0088
|
|
|
GSO Palmetto Opportunistic Investment Partners LP
|
1/9/2018
|
|
Open Market Sale
|
|
|
16,102
|
|
|
$
|
4.0066
|
|
|
GSO Special Situations Fund LP.
|
1/9/2018
|
|
Open Market Sale
|
|
|
13,702
|
|
|
$
|
4.0066
|
|
|
GSO SSOMF Nitro Blocker LLC
|
1/9/2018
|
|
Open Market Sale
|
|
|
1,874
|
|
|
$
|
4.0066
|
|
|
GSO Coastline Credit Partners LP
|
1/9/2018
|
|
Open Market Sale
|
|
|
4,745
|
|
|
$
|
4.0066
|
|
|
GSO Cactus Credit Opportunities Fund LP
|
1/9/2018
|
|
Open Market Sale
|
|
|
1,873
|
|
|
$
|
4.0066
|
|
|
Steamboat Nitro Blocker LLC
|
1/9/2018
|
|
Open Market Sale
|
|
|
17,959
|
|
|
$
|
4.0066
|
|
|
GSO Palmetto Opportunistic Investment Partners LP
|
1/10/2018
|
|
Open Market Sale
|
|
|
129,751
|
|
|
$
|
4.0500
|
|
|
GSO Special Situations Fund LP.
|
1/10/2018
|
|
Open Market Sale
|
|
|
110,407
|
|
|
$
|
4.0500
|
|
|
GSO SSOMF Nitro Blocker LLC
|
1/10/2018
|
|
Open Market Sale
|
|
|
15,103
|
|
|
$
|
4.0500
|
|
|
GSO Coastline Credit Partners LP
|
1/10/2018
|
|
Open Market Sale
|
|
|
38,235
|
|
|
$
|
4.0500
|
|
|
GSO Cactus Credit Opportunities Fund LP
|
1/10/2018
|
|
Open Market Sale
|
|
|
15,090
|
|
|
$
|
4.0500
|
|
|
Steamboat Nitro Blocker LLC
|
1/10/2018
|
|
Open Market Sale
|
|
|
144,713
|
|
|
$
|
4.0500
|
|
|
GSO Palmetto Opportunistic Investment Partners LP
|
1/10/2018
|
|
Open Market Sale
|
|
|
112,608
|
|
|
$
|
4.1578
|
|
|
GSO ADGM II Nitro Blocker LLC
|
1/10/2018
|
|
Open Market Sale
|
|
|
137,392
|
|
|
$
|
4.1578
|
|
|
GSO
Credit-A
Partners LP
|
1/11/2018
|
|
Open Market Sale
|
|
|
38,467
|
|
|
$
|
4.1507
|
|
|
GSO ADGM II Nitro Blocker LLC
|
1/11/2018
|
|
Open Market Sale
|
|
|
46,933
|
|
|
$
|
4.1507
|
|
|
GSO
Credit-A
Partners LP
|
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