SC 13D/A

0001193125-14-104505.txt : 20140318 0001193125-14-104505.hdr.sgml : 20140318 20140318170635 ACCESSION NUMBER: 0001193125-14-104505 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140318 DATE AS OF CHANGE: 20140318 GROUP MEMBERS: BENNETT J. GOODMAN GROUP MEMBERS: BLACKSTONE / GSO CAPITAL SOLUTIONS ASSOCIATES LLC GROUP MEMBERS: BLACKSTONE / GSO CAPITAL SOLUTIONS FUND LP GROUP MEMBERS: BLACKSTONE / GSO CAPITAL SOLUTIONS OVERSEAS ASSOCIATES LLC GROUP MEMBERS: BLACKSTONE / GSO CAPITAL SOLUTIONS OVERSEAS MASTER FUND LP GROUP MEMBERS: BLACKSTONE GROUP L.P. GROUP MEMBERS: BLACKSTONE GROUP MANAGEMENT L.L.C. GROUP MEMBERS: BLACKSTONE HOLDINGS I/II GP INC. GROUP MEMBERS: DOUGLAS I. OSTROVER GROUP MEMBERS: GSO HOLDINGS I LLC GROUP MEMBERS: J. ALBERT SMITH III GROUP MEMBERS: STEPHEN SCHWARZMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CROSSTEX ENERGY INC CENTRAL INDEX KEY: 0001209821 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 522235832 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81898 FILM NUMBER: 14701739 BUSINESS ADDRESS: STREET 1: C/O CROSSTEX ENERGY, INC. STREET 2: 2501 CEDAR SPRINGS STE 600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149539500 MAIL ADDRESS: STREET 1: C/O CROSSTEX ENERGY, INC. STREET 2: 2501 CEDAR SPRINGS STE 600 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: CROSSTEX ENERGY HOLDINGS INC DATE OF NAME CHANGE: 20021211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blackstone Holdings I L.P. CENTRAL INDEX KEY: 0001464694 IRS NUMBER: 260288589 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125835000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 SC 13D/A 1 d694433dsc13da.htm SC 13D/A SC 13D/A

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


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


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


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


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


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


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


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


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


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


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


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


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

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.

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


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