SC 13G 1 d316269dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13D-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13D-2

(Amendment No.         )*

 

 

COPANO ENERGY, L.L.C.

(Name of Issuer)

 

 

Common Units

(Title of Class of Securities)

217202100

(CUSIP Number)

March 8, 2012

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

The information required in 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. 217202100    13G    Page 2 of 12 Pages

 

  (1)   

Names of reporting persons

 

Robert J. Raymond

  (2)  

Check the appropriate box if a member of a group (see instructions)1

 

(a)  ¨

 

(b)  x

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

United States of America

Number of

shares

beneficially

owned by

each

reporting

person

with

    (5)    

Sole voting power

 

2,000

   (6)   

Shared voting power

 

3,617,182

   (7)   

Sole dispositive power

 

2,000

   (8)   

Shared dispositive power

 

3,617,182

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

3,619,182

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

¨

(11)

  

Percent of class represented by amount in Row (9)

 

5.0%2

(12)

  

Type of reporting person (see instructions)

 

IN

 

1

The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person.

2 

Based on 72,171,817 common units outstanding as of February 17, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on February 29, 2012.

CUSIP No. 217202100    13G    Page 3 of 12 Pages

 

  (1)   

Names of reporting persons

 

RR Advisors, LLC

  (2)  

Check the appropriate box if a member of a group (see instructions)1

 

(a)  ¨

 

(b)  x

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

    (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

3,617,182

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

3,617,182

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

3,617,182

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

¨

(11)

  

Percent of class represented by amount in Row (9)

 

5.0%2

(12)

  

Type of reporting person (see instructions)

 

IA

 

1 

The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person.

2 

Based on 72,171,817 common units outstanding as of February 17, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on February 29, 2012.

CUSIP No. 217202100    13G    Page 4 of 12 Pages

 

  (1)   

Names of reporting persons

 

RCH Energy MLP Fund GP, L.P.

  (2)  

Check the appropriate box if a member of a group (see instructions)1

 

(a)  ¨

 

(b)  x

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

    (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

2,597,618

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

2,597,618

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

2,597,618

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

¨

(11)

  

Percent of class represented by amount in Row (9)

 

3.6%2

(12)

  

Type of reporting person (see instructions)

 

PN

 

1 

The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person.

2 

Based on 72,171,817 common units outstanding as of February 17, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on February 29, 2012.

CUSIP No. 217202100    13G    Page 5 of 12 Pages

 

  (1)   

Names of reporting persons

 

RCH Energy MLP Fund, L.P.

  (2)  

Check the appropriate box if a member of a group (see instructions)1

 

(a)  ¨    

 

(b)  x

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

    (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

2,562,632

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

2,562,632

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

2,562,632

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

¨

(11)

  

Percent of class represented by amount in Row (9)

 

3.6%2

(12)

  

Type of reporting person (see instructions)

 

PN

 

1 

The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person.

2 

Based on 72,171,817 common units outstanding as of February 17, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on February 29, 2012.

CUSIP No. 217202100    13G    Page 6 of 12 Pages

 

  (1)   

Names of reporting persons

 

RCH Energy MLP Fund-A, L.P.

  (2)  

Check the appropriate box if a member of a group (see instructions)1

 

(a)  ¨

 

(b)  x

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

    (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

34,986

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

34,986

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

34,986

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

¨

(11)

  

Percent of class represented by amount in Row (9)

 

0.0%2

(12)

  

Type of reporting person (see instructions)

 

PN

 

1 

The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person.

2 

Based on 72,171,817 common units outstanding as of February 17, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on February 29, 2012.

CUSIP No. 217202100    13G    Page 7 of 12 Pages

 

  (1)   

Names of reporting persons

 

RCH Energy Opportunity Fund II GP, L.P.

  (2)  

Check the appropriate box if a member of a group (see instructions)1

 

(a)  ¨

 

(b)  x

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

    (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

855,746

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

855,746

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

855,746

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

¨

(11)

  

Percent of class represented by amount in Row (9)

 

1.2%2

(12)

  

Type of reporting person (see instructions)

 

PN

 

1

The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person.

2

Based on 72,171,817 common units outstanding as of February 17, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on February 29, 2012.

CUSIP No. 217202100    13G    Page 8 of 12 Pages

 

  (1)   

Names of reporting persons

 

RCH Energy Opportunity Fund II, L.P

  (2)  

Check the appropriate box if a member of a group (see instructions)1

 

(a)  ¨

 

(b)  x

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with

    (5)    

Sole voting power

 

0

   (6)   

Shared voting power

 

855,746

   (7)   

Sole dispositive power

 

0

   (8)   

Shared dispositive power

 

855,746

  (9)

  

Aggregate amount beneficially owned by each reporting person

 

855,746

(10)

  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

¨

(11)

  

Percent of class represented by amount in Row (9)

 

1.2%2

(12)

  

Type of reporting person (see instructions)

 

PN

 

1 

The reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person.

2 

Based on 72,171,817 common units outstanding as of February 17, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on February 29, 2012.

CUSIP No. 217202100    13G    Page 9 of 12 Pages

 

Item 1(a). Name of Issuer

  Copano Energy, L.L.C.

 

Item 1(b). Address of Issuer’s Principal Executive Offices

  2727 Allen Parkway, Suite 1200

  Houston, Texas 77019

 

Item 2(a). Name of Persons Filing

  Robert J. Raymond

  RR Advisors, LLC

  RCH Energy MLP Fund GP, L.P.

  RCH Energy MLP Fund, L.P.

  RCH Energy MLP Fund-A, L.P.

  RCH Energy Opportunity Fund II GP, L.P.

  RCH Energy Opportunity Fund II, L.P.

 

Item 2(b). Address of Principal Business Office, or, if none, Residence

  The principal business for all reporting persons:

  3953 Maple Avenue, Suite 180

  Dallas, Texas 75219

 

Item 2(c). Citizenship

   Robert J. Raymond is a citizen of the United States.

   RR Advisors, LLC is a Delaware limited liability company.

Each of RCH Energy MLP Fund GP, L.P., RCH Energy MLP Fund, L.P., RCH Energy MLP Fund-A, L.P., RCH Energy Opportunity Fund II GP, L.P. and RCH Energy Opportunity Fund II, L.P. is a Delaware limited partnership.

 

Item 2(d). Title of Class of Securities

  Common Units

 

Item 2(e). CUSIP Number

  217202100

 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

CUSIP No. 217202100    13G    Page 10 of 12 Pages

 

  (e) x An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

  (f) ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

  (g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the

            Investment Company Act of 1940 (15 U.S.C. 80a-3);

  (j) ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

  (k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

Item 4. Ownership

      With respect to the disclosure set forth in this Item 4, each reporting person expressly disclaims (a) the existence of any group and (b) beneficial ownership with respect to any units other than the units owned of record by such reporting person. The percent of class provided for each reporting person below is based on 72,171,817 common units outstanding as of February 17, 2012, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 filed with the Securities and Exchange Commission on February 29, 2012.

 

  (a) Amount beneficially owned:

 

  Robert J. Raymond: 3,619,182
  RR Advisors, LLC: 3,617,182
  RCH Energy MLP Fund GP, L.P.: 2,597,618
  RCH Energy MLP Fund, L.P.: 2,562,632
  RCH Energy MLP Fund-A, L.P.: 34,986
  RCH Energy Opportunity Fund II GP, L.P.: 855,746
  RCH Energy Opportunity Fund II, L.P.: 855,746

 

  (b) Percent of class:

 

  Robert J. Raymond: 5.0%
  RR Advisors, LLC: 5.0%
  RCH Energy MLP Fund GP, L.P.: 3.6%
  RCH Energy MLP Fund, L.P.: 3.6%
  RCH Energy MLP Fund-A, L.P.: 0.0%
  RCH Energy Opportunity Fund II GP, L.P.: 1.2%
  RCH Energy Opportunity Fund II, L.P.: 1.2%

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote:

 

  Robert J. Raymond: 2,000
  RR Advisors, LLC: 0
  RCH Energy MLP Fund GP, L.P.: 0
  RCH Energy MLP Fund, L.P.: 0
  RCH Energy MLP Fund-A, L.P.: 0
  RCH Energy Opportunity Fund II GP, L.P.: 0
  RCH Energy Opportunity Fund II, L.P.: 0

CUSIP No. 217202100    13G    Page 11 of 12 Pages

 

  (ii) Shared power to vote or to direct the vote:

 

  Robert J. Raymond: 3,617,182
  RR Advisors, LLC: 3,617,182
  RCH Energy MLP Fund GP, L.P.: 2,597,618
  RCH Energy MLP Fund, L.P.: 2,562,632
  RCH Energy MLP Fund-A, L.P.: 34,986
  RCH Energy Opportunity Fund II GP, L.P.: 855,746
  RCH Energy Opportunity Fund II, L.P.: 855,746

 

  (iii) Sole power to dispose or to direct the disposition of:

 

  Robert J. Raymond: 2,000
  RR Advisors, LLC: 0
  RCH Energy MLP Fund GP, L.P.: 0
  RCH Energy MLP Fund, L.P.: 0
  RCH Energy MLP Fund-A, L.P.: 0
  RCH Energy Opportunity Fund II GP, L.P.: 0
  RCH Energy Opportunity Fund II, L.P.: 0

 

  (iv) Shared power to dispose or to direct the disposition of:

 

  Robert J. Raymond: 3,617,182
  RR Advisors, LLC: 3,617,182
  RCH Energy MLP Fund GP, L.P.: 2,597,618
  RCH Energy MLP Fund, L.P.: 2,562,632
  RCH Energy MLP Fund-A, L.P.: 34,986
  RCH Energy Opportunity Fund II GP, L.P.: 855,746
  RCH Energy Opportunity Fund II, L.P.: 855,746

 

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

 

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Limited partners of RCH Energy MLP Fund GP, L.P., RCH Energy MLP Fund, L.P., RCH Energy MLP Fund-A, L.P., RCH Energy Opportunity Fund II GP, L.P. and RCH Energy Opportunity Fund II, L.P. indirectly participate in the receipt of dividends from, and proceeds from the sale of, the common units. In addition, RR Advisors, LLC serves as investment adviser for certain separately managed accounts, and the holders of the securities in such accounts participate in the receipt of dividends from, and proceeds from the sale of, the common units held therein.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

  Not Applicable

 

Item 8. Identification and Classification of Members of the Group

  Not Applicable

 

Item 9. Notice of Dissolution of Group

  Not Applicable

CUSIP No. 217202100    13G    Page 12 of 12 Pages

 

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that effect or purpose, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Date: March 14, 2012

 

/s/ Robert J. Raymond

Robert J. Raymond
RR ADVISORS, LLC
By:  

/s/ Robert J. Raymond

Name:   Robert J. Raymond
Title:   Sole Member
RCH ENERGY MLP FUND GP, L.P.
By:   RR Advisors, LLC, its General Partner
By:  

/s/ Robert J. Raymond

Name:   Robert J. Raymond
Title:   Sole Member
RCH ENERGY MLP FUND, L.P.
By:   RCH Energy MLP Fund GP, L.P., its General Partner
By:   RR Advisors, LLC, its General Partner
By:  

/s/ Robert J. Raymond

Name:   Robert J. Raymond
Title:   Sole Member
RCH ENERGY MLP FUND-A, L.P.
By:   RCH Energy MLP Fund GP, L.P., its General Partner
By:   RR Advisors, LLC, its General Partner
By:  

/s/ Robert J. Raymond

Name:   Robert J. Raymond
Title:   Sole Member

[Signature Page—Schedule 13G]

RCH ENERGY OPPORTUNITY FUND II GP, L.P.
By:   RR Advisors, LLC, its General Partner
By:  

/s/ Robert J. Raymond

Name:   Robert J. Raymond
Title:   Sole Member
RCH ENERGY OPPORTUNITY FUND II, L.P.
By:  

RCH Energy Opportunity Fund II GP, L.P.,

its General Partner

By:   RR Advisors, LLC, its General Partner
By:  

/s/ Robert J. Raymond

Name:   Robert J. Raymond
Title:   Sole Member

[Signature Page—Schedule 13G]