UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CVR Partners, LP
(Name of Issuer)
Common Units representing Limited Partner Interests
(Title of Class of Securities)
126633106
(CUSIP Number)
Marisa Beeney
GSO Capital Partners LP
345 Park Avenue
New York, New York 10154
Tel: (212) 583-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 6, 2016
(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).
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the common units (the “Common Units”) representing limited partner interests in CVR Partners, LP, a Delaware limited partnership (the “Issuer”) , and amends the initial statement on Schedule 13D filed on April 11, 2016 (as amended, the “Schedule 13D”) . Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
This Amendment No. 1 is being filed by: (i) GSO Cactus Credit Opportunities Fund LP, (ii) Steamboat Nitro Blocker LLC, (iii) GSO Coastline Credit Partners LP, (iv) GSO ADGM II Nitro Blocker LLC, (v) GSO Special Situations Fund LP, (vi) GSO SSOMF Nitro Blocker LLC, (vii) GSO Palmetto Opportunistic Investment Partners LP, (viii) GSO Credit A-Partners LP, (collectively, with GSO Cactus Credit Opportunities Fund LP, Steamboat Nitro Blocker LLC, GSO Coastline Credit Partners LP, GSO ADGM II Nitro Blocker LLC, GSO Special Situations Fund LP, GSO SSOMF Nitro Blocker LLC and GSO Palmetto Opportunistic Investment Partners LP, the “GSO Funds”), (ix) Steamboat Credit Opportunities Intermediate Fund LP, (x) GSO Aiguille des Grands Montets Fund II LP, (xi) GSO Special Situations Overseas Master Fund Ltd., (xii) GSO Palmetto Opportunistic Associates LLC, (xiii) GSO Credit-A Associates LLC, (xiv) GSO Holdings I L.L.C., (xv) GSO Capital Partners LP, (xvi) Bennett J. Goodman, (xvii) J. Albert Smith III, (xviii) GSO Advisor Holdings L.L.C., (xix) Blackstone Holdings I L.P., (xx) Blackstone Holdings II L.P., (xxi) Blackstone Holdings I/II GP Inc., (xxii) The Blackstone Group L.P., (xxiii) Blackstone Group Management L.L.C. and (xxiv) Stephen A. Schwarzman.
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end of the subsection titled “Board Designation Rights”:
On July 6, 2016, Mr. Patrick Fleury, the GSO Funds’ director designee on the CVR Board, resigned from the CVR Board. Pursuant to the Letter Agreement, the GSO Funds have the right to designate a director to the CVR Board under the Rentech Transaction Agreement. Although the GSO Funds currently intend to name a replacement, no decision has been made as of the date hereof, and the GSO Funds currently intend to continue to discuss such a potential replacement with the Issuer.
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: July 8, 2016
| GSO Cactus Credit Opportunities Fund LP | ||
| By: | GSO Capital Partners LP, its investment advisor | |
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| Steamboat Nitro Blocker LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Manager | |
| Steamboat Credit Opportunities Intermediate Fund LP | ||
| By: | GSO Capital Partners LP, its investment advisor | |
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO Coastline Credit Partners LP | ||
| By: | GSO Capital Partners LP, its investment advisor | |
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO ADGM II Nitro Blocker LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Manager | |
[Schedule 13D/A – CVR Partners, LP]
| GSO Aiguille des Grands Montets Fund II LP | ||
| By: | GSO Capital Partners LP, its investment manager | |
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO Palmetto Opportunistic Investment Partners LP | ||
| By: | GSO Palmetto Opportunistic Associates LLC, its general partner | |
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO Credit A-Partners LP | ||
| By: | GSO Credit-A Associates LLC, its general partner | |
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO Palmetto Opportunistic Associates LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO Credit-A Associates LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
| GSO Special Situations Fund LP | ||
| By: | GSO Capital Partners LP, its investment manager | |
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Signatory | |
[Schedule 13D/A – CVR Partners, LP]
| GSO SSOMF Nitro Blocker LLC | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Manager | |
| 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 Holdings I L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: | John G. Finley | |
| Title: | Chief Legal Officer | |
| 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 | |
[Schedule 13D/A – CVR Partners, LP]
| 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 | |
| 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 | |
| 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 | |
| Stephen A. Schwarzman |
| /s/ Stephen A. Schwarzman |
| By: Stephen A. Schwarzman |
[Schedule 13D/A – CVR Partners, LP]