X0206 3 2016-09-01 0 0001532750 Titan Energy, LLC NONE 0001525759 FS Investment Corp II 201 ROUSE BOULEVARD PHILADELPHIA PA 19112 0 0 1 0 0001540855 FSIC II Advisor, LLC 201 ROUSE BOULEVARD PHILADELPHIA PA 19112 0 0 1 0 0001501807 FS Investment Advisor, LLC 201 ROUSE BOULEVARD PHILADELPHIA PA 19112 0 0 1 0 0001438253 Forman Michael C. 201 ROUSE BOULEVARD PHILADELPHIA PA 19112 0 0 1 0 0001438254 Stahlecker Gerald 201 ROUSE BOULEVARD PHILADELPHIA PA 19112 0 0 1 0 0001568002 Klehr Zachary 201 ROUSE BOULEVARD PHILADELPHIA PA 19112 0 0 1 0 0001489126 Coleman Sean K 201 ROUSE BOULEVARD PHILADELPHIA PA 19112 0 0 1 0 0001501729 FS Energy & Power Fund 201 ROUSE BOULEVARD PHILADELPHIA PA 19112 0 0 1 0 0001684063 Foxfields Funding LLC 201 ROUSE BOULEVARD PHILADELPHIA PA 19112 0 0 1 0 0001560341 Cobbs Creek LLC 201 ROUSE BOULEVARD PHILADELPHIA PA 19112 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 III, FSIC III Advisor, LLC, Blackstone/GSO Strategic Credit Fund, GSO/Blackstone Debt Funds Management LLC, GSO Energy Market Opportunities Fund LP, GSO Energy Market Opportunities Associates LLC, GSO Holdings I L.L.C., The Blackstone Group L.P., GSO Advisor Holdings L.L.C., Blackstone Holdings I L.P., Blackstone Holdings II L.P., Blackstone Holdings I/II GP Inc., Blackstone Group Management L.L.C., GSO Capital Partners LP, Bennett J. Goodman, J. Albert Smith III and Stephen A. Schwarzman 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. FSIC II Advisor, LLC, By: /s/ Michael C. Forman, Name: Michael C. Forman, Title: Chief Executive Officer 2016-09-12 FS Investment Advisor, LLC, By: /s/ Michael C. Forman, Name: Michael C. Forman, Title: Chief Executive Officer 2016-09-12 /s/ Michael C. Forman 2016-09-12 /s/ Gerald F. Stahlecker 2016-09-12 /s/ Zachary Klehr 2016-09-12 /s/ Sean Coleman 2016-09-12 FS Energy and Power Fund, By: /s/ Michael C. Forman, Name: Michael C. Forman, Title: Chief Executive Officer 2016-09-12 Foxfields Funding LLC, By: /s/ Michael C. Forman, Name: Michael C. Forman, Title: President 2016-09-12 FS Investment Corporation II, By: /s/ Michael C. Forman, Name: Michael C. Forman, Title: Chief Executive Officer 2016-09-12 Cobbs Creek LLC, By: /s/ Michael C. Forman, Name: Michael C. Forman, Title: President 2016-09-12