X0206 3 2016-09-01 0 0001532750 Titan Energy, LLC NONE 0001393818 Blackstone Group L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001464624 GSO Advisor Holdings L.L.C. C\O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001464694 Blackstone Holdings I L.P. C\O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001484870 Blackstone Holdings II L.P. C\O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001464695 Blackstone Holdings I/II GP Inc C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001404071 Blackstone Group Management L.L.C. C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001070844 SCHWARZMAN STEPHEN A C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001362495 GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001394691 Goodman Bennett J C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001394690 Smith J Albert III C/O GSO CAPITAL PARTNERS LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Common Shares 29318 I (See Footnotes) Common Shares 116545 I (See Footnotes) Common Shares 468497 I (See Footnotes) Common Shares 87000 I (See Footnotes) Common Shares 134000 I (See Footnotes) Common Shares 66040 I (See Footnotes) Common Shares 72739 I (See Footnotes) Blackstone / GSO Strategic Credit Fund directly holds these common shares representing limited liability company interests of Titan Energy, LLC ("Common Shares"). GSO Energy Market Opportunities Fund LP directly holds these Common Shares (together with Blackstone / GSO Strategic Credit Fund, the "GSO Funds"). GSO / Blackstone Debt Funds Management LLC is the investment adviser of Blackstone / GSO Strategic Credit Fund. GSO Capital Partners LP is the managing manager of GSO / Blackstone Debt Funds Management LLC. GSO Advisor Holdings L.L.C. is a special limited partner of GSO Capital Partners LP with investment and voting power over the securities beneficially owned by GSO Capital Partners LP. Blackstone Holdings I L.P. is the sole member of GSO Advisor Holdings L.L.C. GSO Energy Market Opportunities Associates LLC is the general partner of GSO Energy Market Opportunities Fund LP. GSO Holdings I L.L.C. is the managing member of GSO Energy Market Opportunities Associates LLC. Blackstone Holdings II L.P. is the managing member of GSO Holdings I L.L.C. with respect to securities beneficially owned by GSO Energy Market Opportunities Associates LLC. FS Energy and Power Fund ("FSEP") directly holds these Common Shares. Does not include the Common Shares directly held by Foxfields Funding LLC, FSEP's wholly-owned subsidiary. Foxfields Funding LLC directly holds these Common Shares. FSEP is the sole member of Foxfields Funding LLC. FS Investment Corporation II ("FSIC II") directly holds these Common Shares. Does not include the Common Shares directly held by Cobbs Creek LLC, FSIC II's wholly-owned subsidiary. Cobbs Creek LLC directly holds these Common Shares. FSIC II is the sole member of Cobbs Creek LLC. FS Investment Corporation III ("FSIC III") directly holds these Common Shares (together with FSEP, Foxfields Funding LLC, FSIC II and Cobbs Creek LLC, the "FS Funds"). FSIC II Advisor, LLC, FSIC III Advisor, LLC and FS Investment Advisor, LLC are the investment advisers of FSIC II, FSIC III and FSEP, respectively, and in that respect hold discretionary investment authority for them. FSIC II is the sole member of Cobbs Creek LLC. FSEP is the sole member of Foxfields Funding LLC. In addition, each of Michael C. Forman, Gerald F. Stahlecker, Zachary Klehr and Sean Coleman may be deemed to have shared voting, investment and/or dispositive power with respect to the Common Shares held by FSEP, FSIC II and FSIC III. Blackstone Holdings I/II GP Inc. is the general partner of each of Blackstone Holdings I L.P. and Blackstone Holdings II L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. In addition, each of Bennett J. Goodman and J. Albert Smith III may be deemed to have shared voting power and/or investment power with respect to the Common Shares held by the GSO Funds. Due to the limitations of the electronic filing system FSIC II Advisor, LLC, FSIC III Advisor, LLC, Michael C. Forman, Gerald F. Stahlecker, Zachary Klehr, Sean Coleman, FSEP, Foxfields Funding LLC, FSIC II, Cobbs Creek LLC, FSIC III, FS Investment Advisor, LLC, Blackstone / GSO Strategic Credit Fund, GSO Energy Markets Opportunities Fund LP, GSO / Blackstone Debt Funds Management LLC, GSO Energy Market Opportunities Associates LLC and GSO Holdings I L.L.C. are filing separate Forms 3. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons disclaims beneficial ownership of the shares held by each of the GSO Funds and the FS Funds, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the GSO Funds and the FS Funds to the extent they directly hold Common Shares) states that the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Exhibit 24.1 - Power of Attorney - Bennett J. Goodman Exhibit 24.2 - Power of Attorney - J. Albert Smith III 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 2016-09-12 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 2016-09-12 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 2016-09-12 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 2016-09-12 BLACKSTONE HOLDINGS I/II GP INC., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2016-09-12 BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ John G. Finley, Name: John G. Finley, Title: Chief Legal Officer 2016-09-12 /s/ Stephen A. Schwarzman 2016-09-12 GSO CAPITAL PARTNERS LP, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory 2016-09-12 BENNETT J. GOODMAN, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact 2016-09-12 J. ALBERT SMITH III, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Attorney-in-Fact 2016-09-12