UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Crosstex Energy, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
22765Y 10 4
(CUSIP Number)
Marisa Beeney
GSO Capital Partners LP
345 Park Avenue
New York, New York 10154
Tel.: (212) 503-2100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 7, 2014
(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 person’s 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).
| | |
Common Stock CUSIP No. 22765Y 10 4 | | |
| | | | | | |
1 | | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Blackstone / GSO Capital Solutions Fund LP |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds OO (see Item 3) |
5 | | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization Delaware, United States |
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 (1) 0 |
12 | | Check box if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 0% |
14 | | Type of reporting person PN |
2
| | |
Common Stock CUSIP No. 22765Y 10 4 | | |
| | | | | | |
1 | | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Blackstone / GSO Capital Solutions Overseas Master Fund LP |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds OO (see Item 3) |
5 | | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization Cayman Islands |
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 (1) 0 |
12 | | Check box if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 0% |
14 | | Type of reporting person PN |
3
| | |
Common Stock CUSIP No. 22765Y 10 4 | | |
| | | | | | |
1 | | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Blackstone / GSO Capital Solutions Associates LLC |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds OO (see Item 3) |
5 | | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization Delaware, United States |
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 (1) 0 |
12 | | Check box if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 0% |
14 | | Type of reporting person OO |
4
| | |
Common Stock CUSIP No. 22765Y 10 4 | | |
| | | | | | |
1 | | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Blackstone / GSO Capital Solutions Overseas Associates LLC |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds OO (see Item 3) |
5 | | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization Delaware, United States |
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 (1) 0 |
12 | | Check box if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 0% |
14 | | Type of reporting person OO |
5
| | |
Common Stock CUSIP No. 22765Y 10 4 | | |
| | | | | | |
1 | | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS GSO Holdings I LLC |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds OO (see Item 3) |
5 | | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization Delaware, United States |
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 (1) 0 |
12 | | Check box if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 0% |
14 | | Type of reporting person OO |
6
| | |
Common Stock CUSIP No. 22765Y 10 4 | | |
| | | | | | |
1 | | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Blackstone Holdings I L.P. |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds OO (see Item 3) |
5 | | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization Delaware, United States |
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 (1) 0 |
12 | | Check box if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 0% |
14 | | Type of reporting person PN |
7
| | |
Common Stock CUSIP No. 22765Y 10 4 | | |
| | | | | | |
1 | | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Blackstone Holdings I/II GP Inc. |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds OO (see Item 3) |
5 | | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization Delaware, United States |
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 (1) 0 |
12 | | Check box if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 0% |
14 | | Type of reporting person CO |
8
| | |
Common Stock CUSIP No. 22765Y 10 4 | | |
| | | | | | |
1 | | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS The Blackstone Group L.P. |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds OO (see Item 3) |
5 | | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization Delaware, United States |
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 (1) 0 |
12 | | Check box if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 0% |
14 | | Type of reporting person PN |
9
| | |
Common Stock CUSIP No. 22765Y 10 4 | | |
| | | | | | |
1 | | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Blackstone Group Management L.L.C. |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds OO (see Item 3) |
5 | | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization Delaware, United States |
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 (1) 0 |
12 | | Check box if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 0% |
14 | | Type of reporting person OO |
10
| | |
Common Stock CUSIP No. 22765Y 10 4 | | |
| | | | | | |
1 | | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Stephen Schwarzman |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds OO (see Item 3) |
5 | | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization United States |
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 (1) 0 |
12 | | Check box if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 0% |
14 | | Type of reporting person IN |
11
| | |
Common Stock CUSIP No. 22765Y 10 4 | | |
| | | | | | |
1 | | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Bennett J. Goodman |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds OO (see Item 3) |
5 | | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization United States |
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 (1) 0 |
12 | | Check box if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 0% |
14 | | Type of reporting person IN |
12
| | |
Common Stock CUSIP No. 22765Y 10 4 | | |
| | | | | | |
1 | | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS J. Albert Smith III |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds OO (see Item 3) |
5 | | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization United States |
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 (1) 0 |
12 | | Check box if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 0% |
14 | | Type of reporting person IN |
13
| | |
Common Stock CUSIP No. 22765Y 10 4 | | |
| | | | | | |
1 | | Name of reporting person I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Douglas I. Ostrover |
2 | | Check the appropriate box if a member of a group (a) ¨ (b) x |
3 | | SEC use only |
4 | | Source of funds OO (see Item 3) |
5 | | Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
6 | | Citizenship or place of organization United States |
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 (1) 0 |
12 | | Check box if the aggregate amount in Row (11) excludes certain shares ¨ |
13 | | Percent of class represented by amount in Row (11) 0% |
14 | | Type of reporting person IN |
14
EXPLANATORY NOTE: The Reporting Persons are filing this Amendment No. 1 to the Schedule 13D filed on October 30, 2013 (the “Schedule 13D”) to report the exchange of interests in Crosstex Energy, Inc. for securities in EnLink Midstream, LLC, pursuant to the transactions contemplated by the Agreement and Plan of Merger, dated as of October 21, 2013 (the “Merger Agreement”), among EnLink Midstream, LLC, Crosstex Energy, Inc., Devon Energy Corporation (“Devon”), Acacia Natural Gas Corp I, Inc., formerly a wholly-owned subsidiary of Devon (“New Acacia”), and certain other wholly-owned subsidiaries of Devon. Pursuant to the Merger Agreement, Crosstex Energy, Inc. and New Acacia each became wholly-owned subsidiaries of EnLink Midstream L.L.C. (collectively, the “Mergers”). As of the effective time of the transactions contemplated by the Merger Agreement, each share of the Common Stock held by the Reporting Person was converted into the right to receive (i) one common unit of EnLink Midstream LLC and (ii) cash in an amount determined pursuant to the Merger Agreement.
Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended and restated as follows:
(a) – (b) As of the date of this filing, the Reporting Persons are no longer beneficial owners of Common Stock of Crosstex Energy, Inc.
(c) Except as disclosed in the Explanatory Note to this Amendment No. 1, none of the Reporting Persons has effected any transaction in Common Stock during the past 60 days.
(d) Not applicable.
(e) As of the date hereof, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Stock.
15
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: March 18, 2014
| | |
Blackstone / GSO Capital Solutions Fund LP |
| |
By: | | /s/ Marisa Beeney |
Name: | | Marisa Beeney |
Title: | | Chief Legal Officer |
|
Blackstone / GSO Capital Solutions Overseas Master Fund LP |
| |
By: | | /s/ Marisa Beeney |
Name: | | Marisa Beeney |
Title: | | Chief Legal Officer |
|
Blackstone / GSO Capital Solutions Associates LLC |
| |
By: | | /s/ Marisa Beeney |
Name: | | Marisa Beeney |
Title: | | Chief Legal Officer |
|
Blackstone / GSO Capital Solutions Overseas Associates LLC |
| |
By: | | /s/ Marisa Beeney |
Name: | | Marisa Beeney |
Title: | | Chief Legal Officer |
|
GSO Holdings I LLC |
| |
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 |
16
| | |
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 |
| |
By: | | /s/ Stephen A. Schwarzman |
Stephen A. Schwarzman |
|
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 |
|
Douglas I. Ostrover |
| |
By: | | /s/ Marisa Beeney |
Name: | | Marisa Beeney |
Title: | | Attorney-in-Fact |
17