Filing Details
- Accession Number:
- 0001193125-17-056502
- Form Type:
- 13D Filing
- Publication Date:
- 2017-02-24 17:02:03
- Filed By:
- Blackstone Holdings I L.p.
- Company:
- Cvr Partners Lp (NYSE:UAN)
- Filing Date:
- 2017-02-24
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| GSO Cactus Credit Opportunities Fund | 1,609,706 | 0 | 1,609,706 | 0 | 1,609,706 | 1.4% |
| Steamboat Nitro Blocker | 625,348 | 0 | 625,348 | 0 | 625,348 | 0.6% |
| Steamboat Credit Opportunities Intermediate Fund | 625,348 | 0 | 625,348 | 0 | 625,348 | 0.6% |
| GSO Coastline Credit Partners | 143,780 | 0 | 143,780 | 0 | 143,780 | 0.1% |
| GSO ADGM II Nitro Blocker | 2,115,513 | 0 | 2,115,513 | 0 | 2,115,513 | 1.9% |
| GSO Aiguille des Grands Montets Fund II | 2,115,513 | 0 | 2,115,513 | 0 | 2,115,513 | 1.9% |
| GSO Palmetto Opportunistic Investment Partners | 1,133,335 | 0 | 1,133,335 | 0 | 1,133,335 | 1.0% |
| GSO Credit-A Partners | 2,625,237 | 0 | 2,625,237 | 0 | 2,625,237 | 2.3% |
| GSO Special Situations Fund | 1,125,077 | 0 | 1,125,077 | 0 | 1,125,077 | 1.0% |
| GSO SSOMF Nitro Blocker | 824,267 | 0 | 824,267 | 0 | 824,267 | 0.7% |
| GSO Special Situations Overseas Master Fund Ltd | 824,267 | 0 | 824,267 | 0 | 824,267 | 0.7% |
| GSO Palmetto Opportunistic Associates | 1,133,335 | 0 | 1,133,335 | 0 | 1,133,335 | 1.0% |
| GSO Credit-A Associates | 2,625,237 | 0 | 2,625,237 | 0 | 2,625,237 | 2.3% |
| GSO Holdings I | 3,758,572 | 0 | 3,758,572 | 0 | 3,758,572 | 3.3% |
| Blackstone Holdings II | 3,758,572 | 0 | 3,758,572 | 0 | 3,758,572 | 3.3% |
| GSO Capital Partners | 6,443,691 | 0 | 6,443,691 | 0 | 6,443,691 | 5.7% |
| GSO Advisor Holdings | 6,443,691 | 0 | 6,443,691 | 0 | 6,443,691 | 5.7% |
| Blackstone Holdings I | 6,443,691 | 0 | 6,443,691 | 0 | 6,443,691 | 5.7% |
| Blackstone Holdings I II GP Inc | 10,202,263 | 0 | 10,202,263 | 0 | 10,202,263 | 9.0% |
| The Blackstone Group | 10,202,263 | 0 | 10,202,263 | 0 | 10,202,263 | 9.0% |
| Blackstone Group Management | 10,202,263 | 0 | 10,202,263 | 0 | 10,202,263 | 9.0% |
| Bennett J. Goodman | 0 | 10,202,263 | 0 | 10,202,263 | 10,202,263 | 9.0% |
| J. Albert Smith III | 0 | 10,202,263 | 0 | 10,202,263 | 10,202,263 | 9.0% |
| Stephen A. Schwarzman | 10,202,263 | 0 | 10,202,263 | 0 | 10,202,263 | 9.0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
February 22, 2017
(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).
| CUSIP No. 126633106 |
| 1 | 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
1,609,706 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
1,609,706 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,609,706 | |||||
| 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)
1.4% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 126633106 |
| 1 | Names of reporting persons
Steamboat 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
Cayman Islands, British West Indies | |||||
| Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
625,348 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
625,348 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
625,348 | |||||
| 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)
0.6% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
| CUSIP No. 126633106 |
| 1 | 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
625,348 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
625,348 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
625,348 | |||||
| 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)
0.6% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 126633106 |
| 1 | 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
143,780 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
143,780 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
143,780 | |||||
| 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)
0.1% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 126633106 |
| 1 | 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
2,115,513 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
2,115,513 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,115,513 | |||||
| 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)
1.9% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
| CUSIP No. 126633106 |
| 1 | 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
2,115,513 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
2,115,513 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,115,513 | |||||
| 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)
1.9% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 126633106 |
| 1 | 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
1,133,335 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
1,133,335 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,133,335 | |||||
| 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)
1.0% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 126633106 |
| 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
2,625,237 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
2,625,237 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,625,237 | |||||
| 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)
2.3% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 126633106 |
| 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
1,125,077 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
1,125,077 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,125,077 | |||||
| 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)
1.0% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 126633106 |
| 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
824,267 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
824,267 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
824,267 | |||||
| 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)
0.7% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
| CUSIP No. 126633106 |
| 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
824,267 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
824,267 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
824,267 | |||||
| 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)
0.7% | |||||
| 14 | Type of reporting person (see instructions)
CO | |||||
| CUSIP No. 126633106 |
| 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
1,133,335 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
1,133,335 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,133,335 | |||||
| 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)
1.0% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
| CUSIP No. 126633106 |
| 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
2,625,237 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
2,625,237 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,625,237 | |||||
| 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)
2.3% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
| CUSIP No. 126633106 |
| 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
3,758,572 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
3,758,572 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,758,572 | |||||
| 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)
3.3% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
| CUSIP No. 126633106 |
| 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
3,758,572 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
3,758,572 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,758,572 | |||||
| 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)
3.3% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 126633106 |
| 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
6,443,691 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
6,443,691 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,443,691 | |||||
| 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)
5.7% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 126633106 |
| 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
6,443,691 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
6,443,691 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,443,691 | |||||
| 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)
5.7% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
| CUSIP No. 126633106 |
| 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
6,443,691 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
6,443,691 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,443,691 | |||||
| 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)
5.7% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 126633106 |
| 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
10,202,263 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
10,202,263 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,202,263 | |||||
| 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)
9.0% | |||||
| 14 | Type of reporting person (see instructions)
CO | |||||
| CUSIP No. 126633106 |
| 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
10,202,263 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
10,202,263 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,202,263 | |||||
| 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)
9.0% | |||||
| 14 | Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 126633106 |
| 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
10,202,263 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
10,202,263 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,202,263 | |||||
| 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)
9.0% | |||||
| 14 | Type of reporting person (see instructions)
OO | |||||
| CUSIP No. 126633106 |
| 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
10,202,263 | |||||
| 9 | Sole dispositive power
0 | |||||
| 10 | Shared dispositive power
10,202,263 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,202,263 | |||||
| 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)
9.0% | |||||
| 14 | Type of reporting person (see instructions)
IN | |||||
| CUSIP No. 126633106 |
| 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
10,202,263 | |||||
| 9 | Sole dispositive power
0 | |||||
| 10 | Shared dispositive power
10,202,263 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,202,263 | |||||
| 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)
9.0% | |||||
| 14 | Type of reporting person (see instructions)
IN | |||||
| CUSIP No. 126633106 |
| 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
10,202,263 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
10,202,263 | |||||
| 10 | Shared dispositive power
0 | |||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,202,263 | |||||
| 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)
9.0% | |||||
| 14 | Type of reporting person (see instructions)
IN | |||||
This Amendment No. 5 (Amendment No. 5) 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, the Schedule 13D). Capitalized terms used but not defined in this Amendment No. 5 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) Based on information provided by the Issuer, the following disclosure assumes that there are 113,282,973 Common Units outstanding, as reported by the Issuer in its Form 10-K filed with the Securities and Exchange Commission (SEC) on February 21, 2017.
Based on this number of outstanding Common Units, as of February 23, 2017, 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 February 23, 2017, GSO Cactus Credit Opportunities Fund LP directly held 1,609,706 Common Units, Steamboat Nitro Blocker LLC directly held 625,348 Common Units, GSO Coastline Credit Partners LP directly held 143,780 Common Units, GSO ADGM II Nitro Blocker LLC directly held 2,115,513 Common Units, GSO Palmetto Opportunistic Investment Partners LP directly held 1,133,335 Common Units, GSO Credit-A Partners LP directly held 2,625,237 Common Units, GSO Special Situations Fund LP directly held 1,125,077 Common Units and GSO SSOMF Nitro Blocker LLC directly held 824,267 Common Units.
Item 5(c) of the Schedue 13D is hereby amended and restated as follows:
(c) Except as set forth on Schedule 1 attached hereto, as of February 23, 2017, none of the Reporting Persons effected any transaction in Common Stock since the filing of Amendment No. 4 to the Schedule 13D filed on February 13, 2017.
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: February 24, 2017
| 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, its general partner | |
| 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 | ||
| By: | /s/ Stephen A. Schwarzman | |
| Stephen A. Schwarzman | ||
[Schedule 13D/A CVR Partners, LP]
SCHEDULE 1
60-Day Trading History
The below reflects the transactions effected by the Reporting Persons since the filing of Amendment No. 4 to the Schedule 13D filed on February 13, 2017.
| Date | Common Units Sold | Sales Price per Common Unit | Seller | |||||||
| 02/13/2017 | 531,575 | $ | 6.10 | GSO Special Situations Fund LP | ||||||
| 02/13/2017 | 389,493 | $ | 6.10 | GSO SSOMF Nitro Blocker LLC | ||||||
| 02/13/2017 | 67,932 | $ | 6.10 | GSO Coastline Credit Partners LP | ||||||
| 02/22/2017 | 161,253 | $ | 5.7001 | GSO Special Situations Fund LP | ||||||
| 02/22/2017 | 118,139 | $ | 5.7001 | GSO SSOMF Nitro Blocker LLC | ||||||
| 02/22/2017 | 20,608 | $ | 5.7001 | GSO Coastline Credit Partners LP | ||||||