SC 13D/A

0001193125-14-104517.txt : 20140318 0001193125-14-104517.hdr.sgml : 20140318 20140318171034 ACCESSION NUMBER: 0001193125-14-104517 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140318 DATE AS OF CHANGE: 20140318 GROUP MEMBERS: BENNET J. GOODMAN GROUP MEMBERS: BLACKSTONE / GSO CAPITAL SOLUTIONS ASSOCIATES LLC GROUP MEMBERS: BLACKSTONE / GSO CAPITAL SOLUTIONS FUND LP GROUP MEMBERS: BLACKSTONE GROUP L.P. GROUP MEMBERS: BLACKSTONE GROUP MANAGEMENT L.L.C. GROUP MEMBERS: BLACKSTONE HOLDINGS I L.P. GROUP MEMBERS: BLACKSTONE HOLDINGS I/II GP INC. GROUP MEMBERS: DOUGLAS I. OSTROVER GROUP MEMBERS: GSO ADVISOR HOLDINGS L.L.C. GROUP MEMBERS: GSO CAPITAL PARTNERS LP GROUP MEMBERS: GSO HOLDINGS I LLC GROUP MEMBERS: GSO SPECIAL SITUATIONS FUND LP GROUP MEMBERS: GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND LTD. GROUP MEMBERS: J. ALBERT SMITH III GROUP MEMBERS: STEPHEN SCHWARZMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EnLink Midstream Partners, LP CENTRAL INDEX KEY: 0001179060 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 161616605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78878 FILM NUMBER: 14701790 BUSINESS ADDRESS: STREET 1: 2501 CEDAR SPRINGS RD. CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-953-9500 MAIL ADDRESS: STREET 1: 2501 CEDAR SPRINGS RD. CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: CROSSTEX ENERGY LP DATE OF NAME CHANGE: 20020731 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GSO Crosstex Holdings LLC CENTRAL INDEX KEY: 0001481158 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-503-2100 MAIL ADDRESS: STREET 1: C/O GSO CAPITAL PARTNERS LP STREET 2: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 SC 13D/A 1 d694317dsc13da.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. 2)*

ENLINK MIDSTREAM PARTNERS, LP

(formerly known as Crosstex Energy L.P.)

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

22765U102

(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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No. 22765U102


1.	Names of reporting persons. GSO Crosstex Holdings LLC
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 17,095,134
		8.	Shared voting power 0
		9.	Sole dispositive power 17,095,134
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 17,095,134
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.	Percent of class represented by amount in Row (11) 7.4%
14.	Type of reporting person (see instructions) OO


CUSIP No. 22765U102


1.	Names of reporting persons. Blackstone / GSO Capital Solutions Fund LP
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 17,095,134
		8.	Shared voting power 0
		9.	Sole dispositive power 17,095,134
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 17,095,134
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.	Percent of class represented by amount in Row (11) 7.4%
14.	Type of reporting person (see instructions) PN


CUSIP No. 22765U102


1.	Names of reporting persons. Blackstone / GSO Capital Solutions Associates LLC
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 17,095,134
		8.	Shared voting power 0
		9.	Sole dispositive power 17,095,134
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 17,095,134
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.	Percent of class represented by amount in Row (11) 7.4%
14.	Type of reporting person (see instructions) OO


CUSIP No. 22765U102


1.	Names of reporting persons. GSO Holdings I LLC
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 17,095,134
		8.	Shared voting power 0
		9.	Sole dispositive power 17,095,134
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 17,095,134
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.	Percent of class represented by amount in Row (11) 7.4%
14.	Type of reporting person (see instructions) OO


CUSIP No. 22765U102


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) x
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 829,528
		8.	Shared voting power 0
		9.	Sole dispositive power 829,528
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 829,528
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.	Percent of class represented by amount in Row (11) 0.4%
14.	Type of reporting person (see instructions) PN


CUSIP No. 22765U102


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) x
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 72,634
		8.	Shared voting power 0
		9.	Sole dispositive power 72,634
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 72,634
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.	Percent of class represented by amount in Row (11) 0.03%
14.	Type of reporting person (see instructions) CO


CUSIP No. 22765U102


1.	Names of reporting persons. GSO Capital Partners LP
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 902,162
		8.	Shared voting power 0
		9.	Sole dispositive power 902,162
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 902,162
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.	Percent of class represented by amount in Row (11) 0.4%
14.	Type of reporting person (see instructions) PN, IA


CUSIP No. 22765U102


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) x
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 902,162
		8.	Shared voting power 0
		9.	Sole dispositive power 902,162
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 902,162
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.	Percent of class represented by amount in Row (11) 0.4%
14.	Type of reporting person (see instructions) PN


CUSIP No. 22765U102


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) x
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 17,997,296
		8.	Shared voting power 0
		9.	Sole dispositive power 17,997,296
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 17,997,296
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.	Percent of class represented by amount in Row (11) 7.8%
14.	Type of reporting person (see instructions) PN


CUSIP No. 22765U102


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) x
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 17,997,296
		8.	Shared voting power 0
		9.	Sole dispositive power 17,997,296
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 17,997,296
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.	Percent of class represented by amount in Row (11) 7.8%
14.	Type of reporting person (see instructions) CO


CUSIP No. 22765U102


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) x
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 17,997,296
		8.	Shared voting power 0
		9.	Sole dispositive power 17,997,296
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 17,997,296
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.	Percent of class represented by amount in Row (11) 7.8%
14.	Type of reporting person (see instructions) PN


CUSIP No. 22765U102


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) x
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 17,997,296
		8.	Shared voting power 0
		9.	Sole dispositive power 17,997,296
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 17,997,296
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.	Percent of class represented by amount in Row (11) 7.8%
14.	Type of reporting person (see instructions) OO


CUSIP No. 22765U102


1.	Names of reporting persons. Stephen Schwarzman
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 17,997,296
		8.	Shared voting power 0
		9.	Sole dispositive power 17,997,296
		10.	Shared dispositive power 0
11.	Aggregate amount beneficially owned by each reporting person 17,997,296
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.	Percent of class represented by amount in Row (11) 7.8%
14.	Type of reporting person (see instructions) IN


CUSIP No. 22765U102


1.	Names of reporting persons. Bennett J. Goodman
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 17,997,296
		9.	Sole dispositive power 0
		10.	Shared dispositive power 17,997,296
11.	Aggregate amount beneficially owned by each reporting person 17,997,296
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.	Percent of class represented by amount in Row (11) 7.8%
14.	Type of reporting person (see instructions) IN


CUSIP No. 22765U102


1.	Names of reporting persons. J. Albert Smith III
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 17,997,296
		9.	Sole dispositive power 0
		10.	Shared dispositive power 17,997,296
11.	Aggregate amount beneficially owned by each reporting person 17,997,296
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.	Percent of class represented by amount in Row (11) 7.8%
14.	Type of reporting person (see instructions) IN


CUSIP No. 22765U102


1.	Names of reporting persons. Douglas I. Ostrover
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Source of funds (see instructions) OO
5.	Check if disclosure of legal proceedings is required pursuant to Items 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 17,997,296
		9.	Sole dispositive power 0
		10.	Shared dispositive power 17,997,296
11.	Aggregate amount beneficially owned by each reporting person 17,997,296
12.	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
13.	Percent of class represented by amount in Row (11) 7.8%
14.	Type of reporting person (see instructions) IN

This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D relates to the Common Units (“Common Units”), of EnLink Midstream Partners LP, a Delaware limited partnership (formerly known as Crosstex Energy L.P.) (the “Issuer”), and amends the initial statement on Schedule 13D filed on December 12, 2013, (as amended on March 4, 2014, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented as follows:

On March 7, 2014, Dwight D. Scott, the member of the Board of Directors of Crosstex Energy GP, LLC, the general partner of the Issuer, nominated by GSO Crosstex Holdings, LLC pursuant to the Board Representation Agreement, resigned from the Board of Directors in connection with the completion of the mergers as previously disclosed.

Item 5.

Interest in Securities of the Issuer.

The first and eighth paragraphs of Item 5(a)-(b) and Item 5(c) of the Schedule 13D are hereby amended and restated as follows:

(a) – (b) Based on information provided by the Issuer, the following disclosure assumes that there are a total of approximately 229,546,461 Common Units and Class B Units of the Issuer outstanding.

The aggregate number and percentage of the Common Units beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares 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.

(c) Except as disclosed in the Schedule 13D, none of the Reporting Persons has effected any transaction in Common Units during the past 60 days.

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


GSO Crosstex Holdings LLC

By:		/s/ Marisa Beeney

Name:		Marisa Beeney

Title:		Authorized Signatory

Blackstone / GSO Capital Solutions Fund LP

By Blackstone / GSO Capital Solutions Associates LLC

By:		/s/ Marisa Beeney

Name:		Marisa Beeney

Title:		Authorized Signatory

Blackstone / GSO Capital Solutions Associates LLC

By:		/s/ Marisa Beeney

Name:		Marisa Beeney

Title:		Authorized Signatory

GSO Holdings I LLC

By:		/s/ John G. Finley

Name:		John G. Finley

Title:		Chief Legal Officer



GSO Special Situations Fund LP

By: GSO Capital Partners LP, its Investment Manager

By:		/s/ Marisa Beeney

Name:		Marisa Beeney

Title:		Authorized Signatory

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 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

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:		/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

Mr. Stephen A. Schwarzman

By:		/s/ Stephen A. Schwarzman

Name:		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