Filing Details
- Accession Number:
- 0001193125-17-360363
- Form Type:
- 13D Filing
- Publication Date:
- 2017-12-04 17:16:03
- Filed By:
- Blackstone Holdings I L.p.
- Company:
- Cvr Partners Lp (NYSE:UAN)
- Filing Date:
- 2017-12-04
- 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 | 616,059 | 0 | 616,059 | 0 | 616,059 | 0.5% |
Steamboat Nitro Blocker | 239,333 | 0 | 239,333 | 0 | 239,333 | 0.2% |
Steamboat Credit Opportunities Intermediate Fund | 239,333 | 0 | 239,333 | 0 | 239,333 | 0.2% |
GSO Coastline Credit Partners | 239,506 | 0 | 239,506 | 0 | 239,506 | 0.2% |
GSO ADGM II Nitro Blocker | 2,975,156 | 0 | 2,975,156 | 0 | 2,975,156 | 2.6% |
GSO Aiguille des Grands Montets Fund II | 2,975,156 | 0 | 2,975,156 | 0 | 2,975,156 | 2.6% |
GSO Palmetto Opportunistic Investment Partners | 1,612,512 | 0 | 1,612,512 | 0 | 1,612,512 | 1.4% |
GSO Credit-A Partners | 3,629,960 | 0 | 3,629,960 | 0 | 3,629,960 | 3.2% |
GSO Special Situations Fund | 1,791,813 | 0 | 1,791,813 | 0 | 1,791,813 | 1.6% |
GSO SSOMF Nitro Blocker | 2,007,376 | 0 | 2,007,376 | 0 | 2,007,376 | 1.8% |
GSO Special Situations Overseas Master Fund Ltd | 2,007,376 | 0 | 2,007,376 | 0 | 2,007,376 | 1.8% |
GSO Palmetto Opportunistic Associates | 1,612,512 | 0 | 1,612,512 | 0 | 1,612,512 | 1.4% |
GSO Credit-A Associates | 3,629,960 | 0 | 3,629,960 | 0 | 3,629,960 | 3.2% |
GSO Holdings I | 5,242,472 | 0 | 5,242,472 | 0 | 5,242,472 | 4.6% |
Blackstone Holdings II | 5,242,472 | 0 | 5,242,472 | 0 | 5,242,472 | 4.6% |
GSO Capital Partners | 7,869,243 | 0 | 7,869,243 | 0 | 7,869,243 | 6.9% |
GSO Advisor Holdings | 7,869,243 | 0 | 7,869,243 | 0 | 7,869,243 | 6.9% |
Blackstone Holdings I | 7,869,243 | 0 | 7,869,243 | 0 | 7,869,243 | 6.9% |
Blackstone Holdings I II GP Inc | 13,111,715 | 0 | 13,111,715 | 0 | 13,111,715 | 11.6% |
The Blackstone Group | 13,111,715 | 0 | 13,111,715 | 0 | 13,111,715 | 11.6% |
Blackstone Group Management | 13,111,715 | 0 | 13,111,715 | 0 | 13,111,715 | 11.6% |
Bennett J. Goodman | 0 | 13,111,715 | 0 | 13,111,715 | 13,111,715 | 11.6% |
J. Albert Smith III | 0 | 13,111,715 | 0 | 13,111,715 | 13,111,715 | 11.6% |
Stephen A. Schwarzman | 13,111,715 | 0 | 13,111,715 | 0 | 13,111,715 | 11.6% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
November 30, 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
616,059 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
616,059 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
616,059 | |||||
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)
0.5% | |||||
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
239,333 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
239,333 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
239,333 | |||||
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)
0.2% | |||||
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
239,333 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
239,333 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
239,333 | |||||
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)
0.2% | |||||
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
239,506 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
239,506 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
239,506 | |||||
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)
0.2% | |||||
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
2,975,156 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
2,975,156 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
2,975,156 | |||||
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)
2.6% | |||||
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
2,975,156 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
2,975,156 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
2,975,156 | |||||
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)
2.6% | |||||
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
1,612,512 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
1,612,512 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
1,612,512 | |||||
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
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
3,629,960 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
3,629,960 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
3,629,960 | |||||
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)
3.2% | |||||
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
1,791,813 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
1,791,813 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
1,791,813 | |||||
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)
1.6% | |||||
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
2,007,376 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
2,007,376 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
2,007,376 | |||||
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)
1.8% | |||||
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
2,007,376 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
2,007,376 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
2,007,376 | |||||
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)
1.8% | |||||
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
1,612,512 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
1,612,512 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
1,612,512 | |||||
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)
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
3,629,960 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
3,629,960 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
3,629,960 | |||||
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)
3.2% | |||||
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
5,242,472 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
5,242,472 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
5,242,472 | |||||
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)
4.6% | |||||
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
5,242,472 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
5,242,472 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
5,242,472 | |||||
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)
4.6% | |||||
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
7,869,243 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
7,869,243 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
7,869,243 | |||||
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)
6.9% | |||||
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
7,869,243 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
7,869,243 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
7,869,243 | |||||
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)
6.9% | |||||
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
7,869,243 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
7,869,243 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
7,869,243 | |||||
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)
6.9% | |||||
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
13,111,715 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
13,111,715 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
13,111,715 | |||||
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)
11.6% | |||||
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
13,111,715 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
13,111,715 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
13,111,715 | |||||
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)
11.6% | |||||
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) ☒
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3 | SEC use only
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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
13,111,715 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
13,111,715 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
13,111,715 | |||||
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)
11.6% | |||||
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) ☒
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3 | SEC use only
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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
13,111,715 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
13,111,715 | |||||
11 | Aggregate amount beneficially owned by each reporting person
13,111,715 | |||||
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)
11.6% | |||||
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) ☒
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3 | SEC use only
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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
13,111,715 | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
13,111,715 | |||||
11 | Aggregate amount beneficially owned by each reporting person
13,111,715 | |||||
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)
11.6% | |||||
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
13,111,715 | ||||
8 | Shared voting power
0 | |||||
9 | Sole dispositive power
13,111,715 | |||||
10 | Shared dispositive power
0 | |||||
11 | Aggregate amount beneficially owned by each reporting person
13,111,715 | |||||
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)
11.6% | |||||
14 | Type of reporting person (see instructions)
IN |
This Amendment No. 8 (Amendment No. 8) 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 (Amendment No. 7) to the Schedule 13D filed on June 21, 2017 (as amended, the Schedule 13D). Capitalized terms used but not defined in this Amendment No. 8 shall have the same meanings ascribed to them in the Schedule 13D.
This Amendment No. 8 is being filed to report the receipt of Common Units by (i) GSO Cactus Credit Opportunities Fund LP, (ii) Steamboat Nitro Blocker LLC, (iii) GSO Coastline Credit Partners LP, (iv) GSO ADGM II Nitro Blocker LLC, (v) GSO Special Situations Fund LP, (vi) GSO SSOMF Nitro Blocker LLC, (vii) GSO Palmetto Opportunistic Investment Partners LP and (viii) GSO Credit-A Partners LP (collectively, the GSO Funds). As reported in Amendment No. 7, certain of the GSO Funds had previously ceased to beneficially own any Common Units, but are again filing this Schedule 13D as a result of the receipt of Common Units in the transaction described below.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended and supplemented by adding the following paragraph at the end thereof:
On November 30, 2017, pursuant to a Share Exchange Agreement (the Share Exchange Agreement), dated November 30, 2017, among Rentech Nitrogen Holdings, Inc. (RNHI), as borrower, the lenders party thereto, and Credit Suisse AG, Cayman Islands Branch, as administrative agent, the GSO funds received an aggregate of 7,187,630 Common Units from RNHI in exchange for a reduction of the outstanding loans under the Rentech Credit Agreement in the principal amount of $22,396,682 and $316,228 of accrued and unpaid interest and fees thereon. In the share exchange, each GSO Fund received the following numbers of Common Units: GSO Cactus Credit Opportunities Fund LP (616,059 Common Units), Steamboat Nitro Blocker LLC (239,333 Common Units), GSO Coastline Credit Partners LP (239,506 Common Units), GSO ADGM II Nitro Blocker LLC (809,643 Common Units), GSO Palmetto Opportunistic Investment Partners LP (479,177 Common Units), GSO Credit-A Partners LP (1,004,723 Common Units), GSO Special Situations Fund LP (1,791,813 Common Units) and GSO SSOMF Nitro Blocker LLC (2,007,376 Common Units).
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 the date hereof, GSO Cactus Credit Opportunities Fund LP directly holds 616,059 Common Units, Steamboat Nitro Blocker LLC directly holds 239,333 Common Units, GSO Coastline Credit Partners LP directly holds 239,506 Common Units, GSO ADGM II Nitro Blocker LLC directly holds 2,975,156 Common Units, GSO Palmetto Opportunistic Investment Partners LP directly holds 1,612,512 Common Units, GSO Credit-A Partners LP directly holds 3,629,960 Common Units, GSO Special Situations Fund LP directly holds 1,791,813 Common Units and GSO SSOMF Nitro Blocker LLC directly holds 2,007,376 Common Units.
Item 5(c) of the Schedule 13D is hereby amended and restated as follows:
(c) Except as set forth in Item 3, none of the Reporting Persons effected any transaction in Common Units during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following after the first paragraph in the subsection titled Rentech Credit Agreement:
On November 30, 2017, pursuant to the Share Exchange Agreement, the GSO funds received an aggregate of 7,187,630 Common Units from RNHI in exchange for a reduction of the outstanding loans under the Rentech Credit Agreement in the principal amount of $22,396,682 and $316,228 of accrued and unpaid interest and fees thereon. After giving effect to the foregoing, the outstanding principal amount of Tranche B Loans under the Rentech Credit Agreement as of November 30, 2017 is $19,543,708. Following the share exchange, there are no Common Units pledged by RNHI as security for RNHIs obligations under the Rentech Credit Agreement.
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: December 4, 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 | ||
/s/ Stephen A. Schwarzman | ||
By: | Stephen A. Schwarzman |
[Schedule 13D/A CVR Partners, LP]