UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

TITAN ENERGY, LLC

(Name of Issuer)

Common Shares, representing limited liability company interests

(Title of Class of Securities)

88829M 105

(CUSIP Number)

 

Marisa Beeney GSO Capital Partners LP 345 Park Avenue New York, New York 10154 Tel: (212) 503-2100		Stephen S. Sypherd FS Investment Corporation II FS Investment Corporation III FS Energy and Power Fund 201 Rouse Boulevard Philadelphia, Pennsylvania 19112 Tel: (215) 495-1150

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

February 26, 2018

(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).

 

 

 

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CUSIP No. 88829M 105		Page 2 of 46

 

1		Names of reporting persons   Blackstone / GSO Strategic Credit Fund
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   29,318*
				8		Shared voting power   0
				9		Sole dispositive power   29,318*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   29,318*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   0.54%*
14		Type of reporting person (see instructions)   OO

 

*

Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported by the quarterly report on Form 10-Q, filed by Titan Energy, LLC on November 28, 2017 (the “2017 Q3 Form 10-Q”). The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

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CUSIP No. 88829M 105		Page 3 of 46

 

1		Names of reporting persons   GSO Energy Market Opportunities Fund LP
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   116,545*
				8		Shared voting power   0
				9		Sole dispositive power   116,545*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   116,545*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   2.14%*
14		Type of reporting person (see instructions)   PN

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

---

CUSIP No. 88829M 105		Page 4 of 46

 

1		Names of reporting persons   GSO / Blackstone Debt Funds Management LLC
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   29,318*
				8		Shared voting power   0
				9		Sole dispositive power   29,318*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   29,318*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   0.54%*
14		Type of reporting person (see instructions)   OO

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

---

CUSIP No. 88829M 105		Page 5 of 46

 

1		Names of reporting persons   GSO Energy Market Opportunities Associates LLC
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   116,545*
				8		Shared voting power   0
				9		Sole dispositive power   116,545*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   116,545*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   2.14%*
14		Type of reporting person (see instructions)   OO

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

---

CUSIP No. 88829M 105		Page 6 of 46

 

1		Names of reporting persons   GSO Capital Partners LP
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   29,318*
				8		Shared voting power   0
				9		Sole dispositive power   29,318*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   29,318*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   0.54%*
14		Type of reporting person (see instructions)   PN

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

---

CUSIP No. 88829M 105		Page 7 of 46

 

1		Names of reporting persons   GSO Holdings I L.L.C.
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   116,545*
				8		Shared voting power   0
				9		Sole dispositive power   116,545*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   116,545*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   2.14%*
14		Type of reporting person (see instructions)   OO

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

---

CUSIP No. 88829M 105		Page 8 of 46

 

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)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   29,318*
				8		Shared voting power   0
				9		Sole dispositive power   29,318*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   29,318*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   0.54%*
14		Type of reporting person (see instructions)   OO

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

---

CUSIP No. 88829M 105		Page 9 of 46

 

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)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   29,318*
				8		Shared voting power   0
				9		Sole dispositive power   29,318*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   29,318*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   0.54%*
14		Type of reporting person (see instructions)   PN

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

---

CUSIP No. 88829M 105		Page 10 of 46

 

1		Names of reporting persons   Blackstone Holdings II L.P.
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   116,545*
				8		Shared voting power   0
				9		Sole dispositive power   116,545*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   116,545*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   2.14%*
14		Type of reporting person (see instructions)   PN

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

---

CUSIP No. 88829M 105		Page 11 of 46

 

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)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   145,863*
				8		Shared voting power   0
				9		Sole dispositive power   145,863*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   145,863*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   2.68%*
14		Type of reporting person (see instructions)   CO

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

---

CUSIP No. 88829M 105		Page 12 of 46

 

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)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   145,863*
				8		Shared voting power   0
				9		Sole dispositive power   145,863*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   145,863*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   2.68%*
14		Type of reporting person (see instructions)   PN

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

---

CUSIP No. 88829M 105		Page 13 of 46

 

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)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   145,863*
				8		Shared voting power   0
				9		Sole dispositive power   145,863*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   145,863*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   2.68%*
14		Type of reporting person (see instructions)   OO

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

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CUSIP No. 88829M 105		Page 14 of 46

 

1		Names of reporting persons   Bennett J. Goodman
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   145,863*
				9		Sole dispositive power   0
				10		Shared dispositive power   145,863*
11		Aggregate amount beneficially owned by each reporting person   145,863*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   2.68%*
14		Type of reporting person (see instructions)   IN

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

---

CUSIP No. 88829M 105		Page 15 of 46

 

1		Names of reporting persons   J. Albert Smith III
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   145,863*
				9		Sole dispositive power   0
				10		Shared dispositive power   145,863*
11		Aggregate amount beneficially owned by each reporting person   145,863*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   2.68%*
14		Type of reporting person (see instructions)   IN

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

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CUSIP No. 88829M 105		Page 16 of 46

 

1		Names of reporting persons   Stephen A. Schwarzman
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   145,863*
				8		Shared voting power   0
				9		Sole dispositive power   145,863*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   145,863*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   2.68%*
14		Type of reporting person (see instructions)   IN

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

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CUSIP No. 88829M 105		Page 17 of 46

 

1		Names of reporting persons   FS Energy and Power Fund
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   555,496*
				8		Shared voting power   0
				9		Sole dispositive power   555,496*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   555,496*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   10.20%*
14		Type of reporting person (see instructions)   OO

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

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CUSIP No. 88829M 105		Page 18 of 46

 

1		Names of reporting persons   Foxfields Funding LLC
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   87,000*
				8		Shared voting power   0
				9		Sole dispositive power   87,000*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   87,000*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   1.60%*
14		Type of reporting person (see instructions)   OO

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

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CUSIP No. 88829M 105		Page 19 of 46

 

1		Names of reporting persons   FS Investment Corporation II
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)   ☐
6		Citizenship or place of organization   Maryland
Number of shares beneficially owned by each reporting person with				7		Sole voting power   200,040*
				8		Shared voting power   0
				9		Sole dispositive power   200,040*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   200,040*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   3.67%*
14		Type of reporting person (see instructions)   CO

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

---

CUSIP No. 88829M 105		Page 20 of 46

 

1		Names of reporting persons   Cobbs Creek LLC
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   66,040*
				8		Shared voting power   0
				9		Sole dispositive power   66,040*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   66,040*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   1.21%*
14		Type of reporting person (see instructions)   OO

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

---

CUSIP No. 88829M 105		Page 21 of 46

 

1		Names of reporting persons   FS Investment Corporation III
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)   ☐
6		Citizenship or place of organization   Maryland
Number of shares beneficially owned by each reporting person with				7		Sole voting power   72,739*
				8		Shared voting power   0
				9		Sole dispositive power   72,739*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   72,739*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   1.34%*
14		Type of reporting person (see instructions)   CO

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

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CUSIP No. 88829M 105		Page 22 of 46

 

1		Names of reporting persons   FS Investment Advisor, LLC
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   555,496*
				8		Shared voting power   0
				9		Sole dispositive power   555,496*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   555,496*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   10.20%*
14		Type of reporting person (see instructions)   IA

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

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CUSIP No. 88829M 105		Page 23 of 46

 

1		Names of reporting persons   FSIC II Advisor, LLC
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   200,040*
				8		Shared voting power   0
				9		Sole dispositive power   200,040*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   200,040*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   3.67%*
14		Type of reporting person (see instructions)   IA

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

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CUSIP No. 88829M 105		Page 24 of 46

 

1		Names of reporting persons   FSIC III Advisor, LLC
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   72,739*
				8		Shared voting power   0
				9		Sole dispositive power   72,739*
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   72,739*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   1.34%*
14		Type of reporting person (see instructions)   IA

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

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CUSIP No. 88829M 105		Page 25 of 46

 

1		Names of reporting persons   Michael C. Forman
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   828,275*
				9		Sole dispositive power   0
				10		Shared dispositive power   828,275*
11		Aggregate amount beneficially owned by each reporting person   828,275*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   15.21%*
14		Type of reporting person (see instructions)   IN

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

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CUSIP No. 88829M 105		Page 26 of 46

 

1		Names of reporting persons   Sean Coleman
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   828,275*
				9		Sole dispositive power   0
				10		Shared dispositive power   828,275*
11		Aggregate amount beneficially owned by each reporting person   828,275*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   15.21%*
14		Type of reporting person (see instructions)   IN

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

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CUSIP No. 88829M 105		Page 27 of 46

 

1		Names of reporting persons   Gerald F. Stahlecker
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☐
3		SEC use only
4		Source of funds (see instructions)
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   0
				9		Sole dispositive power   0
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   0
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   0%
14		Type of reporting person (see instructions)   IN

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

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CUSIP No. 88829M 105		Page 28 of 46

 

1		Names of reporting persons   Zachary Klehr
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☐
3		SEC use only
4		Source of funds (see instructions)
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   0
				9		Sole dispositive power   0
				10		Shared dispositive power   0
11		Aggregate amount beneficially owned by each reporting person   0
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   0%
14		Type of reporting person (see instructions)   IN

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

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CUSIP No. 88829M 105		Page 29 of 46

 

1		Names of reporting persons   Brian Gerson
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   828,275*
				9		Sole dispositive power   0
				10		Shared dispositive power   828,275*
11		Aggregate amount beneficially owned by each reporting person   828,275*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   15.21%*
14		Type of reporting person (see instructions)   IN

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

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CUSIP No. 88829M 105		Page 30 of 46

 

1		Names of reporting persons   Michael Kelly
2		Check the appropriate box if a member of a group (see instructions) (a)  ☐        (b)  ☒
3		SEC use only
4		Source of funds (see instructions)   OO
5		Check box if disclosure of legal proceedings is required pursuant to Item 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   828,275*
				9		Sole dispositive power   0
				10		Shared dispositive power   828,275*
11		Aggregate amount beneficially owned by each reporting person   828,275*
12		Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)   ☐
13		Percent of class represented by amount in Row (11)   15.21%*
14		Type of reporting person (see instructions)   IN

 

*	Based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the 2017 Q3 Form 10-Q. The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the Common Shares outstanding as of November 27, 2017.

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CUSIP No. 88829M 105		Page 31 of 46

 

This Amendment No. 1 (“Amendment No. 1”) relates to the Common Shares, representing limited liability company interests, of Titan Energy, LLC, a Delaware limited liability company (the “Issuer”), and amends the Schedule 13D filed on September 12, 2016 (the “Initial 13D”). Except as amended herein, the Initial 13D is unchanged and remains in effect. Capitalized terms used herein but not otherwise defined in this Amendment No. 1 shall have the respective meanings ascribed to them in the Initial 13D.

This Amendment No. 1 constitutes an “exit filing” with respect to Gerald F. Stahlecker, and Zachary Klehr. Messrs. Stahlecker and Klehr resigned from the investment committees of each of FS Investment Advisor, LLC, FSIC II Advisor, LLC and FSIC III Advisor, LLC (collectively, the “FS Investment Committees”). Accordingly, they no longer may be deemed to have shared voting, investment and/or dispositive power with respect to Common Shares held by the FS Funds.

 

Item 2.

Identity and Background.

Item 2 in the Initial 13D is hereby amended and restated as follows:

(a) – (c) This Schedule 13D is being filed by the following reporting persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):

• (i) Blackstone / GSO Strategic Credit Fund, which is a Delaware statutory trust, (ii) GSO Energy Market Opportunities Fund LP, which is a Delaware limited partnership (Blackstone / GSO Strategic Credit Fund and GSO Energy Market Opportunities Fund LP, collectively, the “GSO Funds”), (iii) GSO / Blackstone Debt Funds Management LLC, which is a Delaware limited liability company, (iv) GSO Energy Market Opportunities Associates LLC, which is a Delaware limited liability company, (v) GSO Holdings I L.L.C., which is a Delaware limited liability company, and (vi) GSO Capital Partners LP, which is a Delaware limited partnership (GSO / Blackstone Debt Funds Management LLC, GSO Energy Market Opportunities Associates LLC, GSO Holdings I L.L.C., GSO Capital Partners LP and the GSO Funds, collectively, the “GSO Entities”);

• Bennett J. Goodman and J. Albert Smith III, each of whom is a citizen of the United States of America (collectively, the “GSO Executives”);

• (i) GSO Advisor Holdings L.L.C., which is a Delaware limited liability company, (ii) Blackstone Holdings I L.P., which is a Delaware limited partnership, (iii) Blackstone Holdings II L.P., which is a Delaware limited partnership, (iv) Blackstone Holdings I/II GP Inc., which is a Delaware corporation, (v) The Blackstone Group L.P., which is a Delaware limited partnership, and (vi) Blackstone Group Management L.L.C., which is a Delaware limited liability company (collectively, the “Blackstone Entities”);

• Stephen A. Schwarzman, who is a citizen of the United States of America;

• (i) FS Energy and Power Fund, a Delaware statutory trust (“FSEP”), (ii) Foxfields Funding LLC, a Delaware limited liability company, (iii) Cobbs Creek LLC, a Delaware limited liability company, (iv) FS Investment Corporation II, a Maryland corporation (“FSIC II”), (v) FS Investment Corporation III, a Maryland corporation (“FSIC III” and, together with FSEP, Foxfields Funding LLC, Cobbs Creek LLC and FSIC II, the “FS Funds”), (vi) FS Investment Advisor, LLC, a Delaware limited liability company, (vii) FSIC II Advisor, LLC, a Delaware limited liability company, and (viii) FSIC III Advisor, LLC, a Delaware limited liability company (FS Investment Advisor, LLC, FSIC II Advisor, LLC, FSIC III Advisor, LLC and the FS Funds, collectively, the “FS Entities”); and

• Michael C. Forman, Sean Coleman, Brian Gerson and Michael Kelly, each of whom is a citizen of the United States of America (collectively, the “FS Persons”).

The principal business address of each of the GSO Entities and GSO Executives is c/o GSO Capital Partners LP, 345 Park Avenue, New York, New York 10154. The principal business address of each of the Blackstone Entities and Mr. Schwarzman is c/o The Blackstone Group L.P., 345 Park Avenue, New York, New York 10154.

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CUSIP No. 88829M 105		Page 32 of 46

 

The principal business of Blackstone / GSO Strategic Credit Fund is investing in both public and private non-investment grade and non-rated securities and loans, including leveraged loans, high yield bonds, second lien loans and other investments. The principal business of GSO Energy Market Opportunities Fund LP is investing in both public and private non-investment grade and non-rated securities and loans, including leveraged loans, high yield bonds, distressed securities, second lien loans, mezzanine securities, equity securities, credit derivatives and other investments in the energy industry.

The principal business of GSO Energy Market Opportunities Associates LLC is performing the functions of, and serving as, the general partner of GSO Energy Market Opportunities Fund LP. The principal business of GSO Holdings I L.L.C. is performing the functions of, and serving as, the managing member (or similar position) of and member or equity holder in GSO Energy Market Opportunities Associates LLC and other affiliated entities.

The principal business of GSO / Blackstone Debt Funds Management LLC is serving as the investment adviser of Blackstone / GSO Strategic Credit Fund and other affiliated entities. The principal business of GSO Capital Partners LP is serving as the managing member of GSO / Blackstone Debt Funds Management LLC and as the investment manager or adviser of other affiliated entities.

Additionally, GSO Capital Partners LP acts as the non-discretionary investment sub-adviser to, and votes at the direction of, FS Investment Advisor, LLC. GSO / Blackstone Debt Funds Management LLC acts as the non-discretionary investment sub-adviser to, and votes at the direction of, FSIC II Advisor, LLC and FSIC III Advisor, LLC. Pursuant to a Transition Agreement, dated December 10, 2017 (the “Transition Agreement”), entered into by and among FS Investment Advisor, LLC, FSIC II Advisor, LLC, FSIC III Advisor, LLC and certain of their affiliates, on the one hand, and The Blackstone Group L.P., GSO Capital Partners LP and GSO / Blackstone Debt Funds Management LLC, on the other hand (collectively, the “Blackstone Parties”), and subject to the terms and conditions of such Transition Agreement, each of GSO Capital Partners LP and GSO / Blackstone Debt Funds Management LLC intends to resign such investment sub-adviser positions effective April 9, 2018.

The principal business of GSO Advisor Holdings L.L.C. is performing the functions of, and serving as, the special limited partner of GSO Capital Partners LP with the investment and voting power over the securities beneficially owned by GSO Capital Partners LP. The principal business of Blackstone Holdings I L.P. is performing the functions of, and serving as, a managing member (or similar position) of and member or equity holder in each of GSO Holdings I L.L.C. and GSO Advisor Holdings L.L.C. and other affiliated entities. The principal business of Blackstone Holdings II L.P. is performing the functions of, and serving as, a managing member (or similar position) of and member or equity holder in GSO Holdings I L.L.C. and other affiliated entities. The principal business of Blackstone Holdings I/II GP Inc. is performing the functions of, and serving as, the general partner (or similar position) of Blackstone Holdings I L.P., Blackstone Holdings II L.P. and other affiliated Blackstone entities. The principal business of The Blackstone Group L.P. is performing the functions of, and serving as, the controlling shareholder of Blackstone Holdings I/II GP Inc. and other affiliated Blackstone entities. The principal business of Blackstone Group Management L.L.C. is performing the functions of, and serving as, the general partner of The Blackstone Group L.P.

The principal occupation of Mr. Schwarzman is serving as an executive of Blackstone Group Management L.L.C. The principal occupation of each of Messrs. Goodman and Smith is serving as an executive of GSO Holdings I L.L.C. and GSO Capital Partners LP.

Set forth on Schedule I to this Schedule 13D and incorporated herein by reference is the following information with respect to each director and executive officer of Blackstone / GSO Strategic Credit Fund: (i) the name; (ii) the business address; (iii) to the best of Blackstone / GSO Strategic Credit Fund’s knowledge as of the date hereof, the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) to the best of Blackstone / GSO Strategic Credit Fund’s knowledge as of the date hereof, the citizenship (collectively, the “GSO/Blackstone Executive Officers and Directors”).

The principal business address of each of the FS Entities and the FS Persons is 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

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CUSIP No. 88829M 105		Page 33 of 46

 

The principal business of FSEP as an externally-managed, non-diversified, closed-end management investment company is investing primarily in debt and income-oriented equity securities of privately-held U.S. companies in the energy and power industry. The principal business of FSIC II and FSIC III as externally-managed, non-diversified, closed-end management investment companies is investing primarily in senior secured loans, second lien secured loans and, to a lesser extent, subordinated loans, of private U.S. companies. The principal business of Foxfields Funding LLC, a wholly-owned subsidiary of FSEP, and Cobbs Creek LLC, a wholly-owned subsidiary of FSIC II, is procuring financing or otherwise holding investments.

The principal occupation of each of Messrs. Forman, Coleman, Gerson and Kelly is serving as an executive of the FS Funds and their affiliates.

FS Investment Advisor, LLC, FSIC II Advisor, LLC and FSIC III Advisor, LLC serve as the investment advisers of FSEP, FSIC II and FSIC III, respectively. The investment committees of FS Investment Advisor, LLC, FSIC II Advisor, LLC and FSIC III Advisor, LLC make investment decisions on behalf of FS Investment Advisor, LLC, FSIC II Advisor, LLC and FSIC III Advisor, LLC, respectively, and have the power to vote or to direct the vote of, and to dispose or to direct the disposition of, the Common Shares held by FSEP, FSIC II and FSIC III, respectively. The members of the investment committees of each of FS Investment Advisor, LLC, FSIC II Advisor, LLC and FSIC III Advisor, LLC are Sean Coleman, Brian Gerson and Michael Kelly. None of FS Investment Advisor, LLC, FSIC II Advisor, LLC, FSIC III Advisor, LLC or any FS Person owns any Common Shares directly, and each FS Person disclaims beneficial ownership of the Common Shares held by the FS Funds.

Set forth on Schedule II, Schedule III and Schedule IV to this Schedule 13D and incorporated herein by reference is the following information with respect to each director/trustee and executive officer of FSEP, FSIC II and FSIC III: (i) the name; (ii) the business address; (iii) to the best of FSEP’s, FSIC II’s and FSIC III’s knowledge as of the date hereof, the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) to the best of FSEP’s, FSIC II’s and FSIC III’s knowledge as of the date hereof, the citizenship.

(d) During the last five years, none of the Reporting Persons or, to the best of the applicable Reporting Person’s knowledge, any of the executive officers or directors/trustees set forth on Schedules I, II, III and IV attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best of the applicable Reporting Person’s knowledge, any of the executive officers or directors/trustees set forth on Schedules I, II, III and IV attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See Item 2(a)-(c) above for citizenship of each of the Reporting Persons and Schedule I through Schedule IV for citizenship of each of the executive officers and directors/trustees of Blackstone / GSO Strategic Credit Fund, FSEP, FSIC II and FSIC III.

 

Item 4.

Purpose of Transaction.

Item 4 in the Initial 13D is hereby amended by adding the following information:

After reviewing their investment in the Issuer, on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, the FS Entities and their representatives have, from time to time, engaged in, and expect to continue to engage in, discussions with the other lenders of the Issuer, including the lenders under the Issuer’s amended and restated second lien credit agreement (the “Second Lien Facility”) dated September 1, 2016, with Wilmington Trust, National Association, as administrative agent and collateral agent, and the Issuer’s management regarding the possible conversion of some or all of the debt under the Second Lien Facility into equity of the Issuer or one or more of its subsidiaries (a “Potential Debt Conversion”). The FS Entities may develop plans with respect to a Potential Debt Conversion and expect to have discussions in the future with the Issuer’s management, board of directors and representatives and advisors and other current and potential lenders and

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CUSIP No. 88829M 105		Page 34 of 46

 

stockholders of the Issuer relating to a Potential Debt Conversion. There can be no assurance as to whether or when a Potential Debt Conversion will be consummated. In connection with a Potential Debt Conversion, the FS Entities may seek to change the composition of the board of directors of the Issuer or one or more of its subsidiaries, including by increasing or decreasing the number of directors.

 

Item 5.

Interest in Securities of the Issuer.

Item 5(a) – (b) in the Initial 13D is hereby amended and restated as follows:

(a) – (b) The below beneficial ownership percentage is based on 5,444,794 Common Shares outstanding as of November 27, 2017, as reported in the quarterly report on Form 10-Q, filed by the Issuer on November 28, 2017.

The Reporting Persons may be deemed to be the beneficial owners of an aggregate of 974,138 Common Shares, representing 17.89% of the outstanding Common Shares.

As of the date hereof, (i) Blackstone / GSO Strategic Credit Fund directly holds 29,318 Common Shares, and (ii) GSO Energy Market Opportunities Fund LP directly holds 116,545 Common Shares. 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. GSO / Blackstone Debt Funds Management LLC is the investment adviser of Blackstone / GSO Strategic Credit Fund. GSO Capital Partners LP is the managing member 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. 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.

As of the date hereof, (i) FSIC II directly holds 134,000 Common Shares, (ii) FSIC III directly holds 72,739 Common Shares, (iii) FSEP directly holds 468,496 Common Shares, (iv) Foxfields Funding LLC directly holds 87,000 Common Shares and (v) Cobbs Creek LLC directly holds 66,040 Common Shares. 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, Sean Coleman, Brian Gerson and Michael Kelly may be deemed to have shared voting, investment and/or dispositive power with respect to the Common Shares held by the FS Funds.

The aggregate number and percentage of the Common Shares 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 Amendment No. 1.

Neither the filing of this Amendment No. 1 or the Initial 13D nor any of the respective contents of such filings shall be deemed to constitute an admission that any of the Reporting Persons (other than the GSO/FS Funds to the extent they directly hold the Common Shares reported on this Schedule 13D) is the beneficial owner of the Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this statement is filed constitute a “group.”

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CUSIP No. 88829M 105		Page 35 of 46

 

Item 6.

Contract, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 in the Initial 13D is hereby amended by adding the following at the end thereof:

Transition Agreement

Under the terms of the Transition Agreement described in Item 2 above, from December 10, 2017 until September 30, 2019, the Blackstone Parties have agreed not to, directly or indirectly, commit to or consummate any refinancing of the Common Shares or the Second Lien Facility loans in the event that such refinancing is originated by (i) any of the Blackstone Parties or their affiliates or (ii) any unaffiliated, third-party lender and, among other things, the Blackstone Parties’ direct or indirect participation is 33% or more of the total amount of such refinancing.

 

Item 7.

Material to be Filed as Exhibits.

Item 7 of this Schedule 13D is hereby amended as follows:

Exhibit A     Joint Filing Agreement, dated March 2, 2018, among the Reporting Persons (filed herewith).

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CUSIP No. 88829M 105		Page 36 of 46

 

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 2, 2018

Blackstone / GSO Strategic Credit Fund

 

By:		GSO / Blackstone Debt Funds Management LLC, its investment adviser
By:		/s/ Marisa J. Beeney
		Name:		Marisa J. Beeney
		Title:		Authorized Signatory
GSO Energy Market Opportunities Fund LP
By:		GSO Energy Market Opportunities Associates LLC, its general partner
By:		/s/ Marisa J. Beeney
		Name:		Marisa J. Beeney
		Title:		Authorized Signatory
GSO / Blackstone Debt Funds Management LLC
By:		/s/ Marisa J. Beeney
		Name:		Marisa J. Beeney
		Title:		Authorized Signatory
GSO Energy Market Opportunities Associates LLC
By:		/s/ Marisa J. Beeney
		Name:		Marisa J. Beeney
		Title:		Authorized Signatory
GSO Capital Partners LP
By:		/s/ Marisa J. Beeney
		Name:		Marisa J. Beeney
		Title:		Authorized Signatory
GSO Holdings I L.L.C.
By:		/s/ John G. Finley
		Name:		John G. Finley
		Title:		Chief Legal Officer

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CUSIP No. 88829M 105		Page 37 of 46

 

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 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

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CUSIP No. 88829M 105		Page 38 of 46

 

Blackstone Group Management L.L.C.
By:		/s/ John G. Finley
		Name:		John G. Finley
		Title:		Chief Legal Officer

 

Stephen A. Schwarzman

/s/ 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
FS Energy and Power Fund
By:		/s/ Michael C. Forman
		Name:		Michael C. Forman
		Title:		Chief Executive Officer
Foxfields Funding LLC
By:		/s/ Michael C. Forman
		Name:		Michael C. Forman
		Title:		President
Cobbs Creek LLC
By:		/s/ Michael C. Forman
		Name:		Michael C. Forman
		Title:		President
FS Investment Corporation II
By:		/s/ Michael C. Forman
		Name:		Michael C. Forman
		Title:		Chief Executive Officer
FS Investment Corporation III
By:		/s/ Michael C. Forman
		Name:		Michael C. Forman
		Title:		Chief Executive Officer

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CUSIP No. 88829M 105		Page 39 of 46

 

FS Investment Advisor, LLC
By:		/s/ Michael C. Forman
		Name:		Michael C. Forman
		Title:		Chief Executive Officer
FSIC II Advisor, LLC
By:		/s/ Michael C. Forman
		Name:		Michael C. Forman
		Title:		Chief Executive Officer
FSIC III Advisor, LLC
By:		/s/ Michael C. Forman
		Name:		Michael C. Forman
		Title:		Chief Executive Officer

 

Michael C. Forman

/s/ Michael C. Forman

Gerald F. Stahlecker

/s/ Gerald F. Stahlecker

Zachary Klehr

/s/ Zachary Klehr

Sean Coleman

/s/ Sean Coleman

Brian Gerson

/s/ Brian Gerson

Michael Kelly

/s/ Michael Kelly

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CUSIP No. 88829M 105		Page 40 of 46

 

SCHEDULE I

The following table sets forth the name, present principal occupation or employment, and the name and principal business of the corporation or other organization in which the employment is conducted for each member of Blackstone / GSO Strategic Credit Fund’s board of trustees and each executive officer of Blackstone / GSO Strategic Credit Fund. Unless otherwise indicated, each person listed below is a citizen of the United States of America. Unless otherwise indicated, the business address of each such trustee or executive officer is c/o GSO Capital Partners LP, 345 Park Avenue, New York, New York 10154.

Trustees

 

Name		Present Principal Occupation or Employment
Edward H. D’Alelio		He currently is an Executive in Residence with the School of Management, Univ. of Mass Boston
Michael Holland		Mr. Holland is the Chairman of Holland & Company, a private investment firm he founded in 1995. He is also President and Founder of the Holland Balanced Fund.
Thomas W. Jasper		Mr. Jasper is the Managing Partner of Manursing Partners LLC, a consulting firm.
Gary S. Schpero		Retired.
Daniel H. Smith, Jr.		Senior Managing Director of GSO Capital Partners LP and is Head of GSO / Blackstone Debt Funds Management LLC

Executive Officers

 

Name		Present Principal Occupation or Employment
Daniel H. Smith, Jr.		Senior Managing Director of GSO Capital Partners LP and is Head of GSO / Blackstone Debt Funds Management LLC
Robert Zable		Senior Managing Director of GSO Capital Partners LP
Marisa Beeney		Managing Director, Chief Legal Officer and Chief Compliance Officer of GSO Capital Partners LP
Jane Lee		Managing Director of GSO Capital Partners LP and Head of GSO / Blackstone Debt Funds Management LLC’s capital formation efforts
Dohyun (Doris) Lee-Silvestri		Managing Director and Chief Financial Officer of GSO Capital Partners LP

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CUSIP No. 88829M 105		Page 41 of 46

 

SCHEDULE II

The following table sets forth the name, present principal occupation or employment, and the name and principal business of the corporation or other organization in which the employment is conducted for each member of FS Energy and Power Fund’s board of trustees and each executive officer of FS Energy and Power Fund. Unless otherwise indicated, each person listed below is a citizen of the United States of America. Unless otherwise indicated, the business address of each such trustee or executive officer is c/o FS Energy and Power Fund, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

Trustees

 

Name		Position		Business Address
David J. Adelman		Chief Executive Officer of Campus Apartments, Inc., a developer, owner and manager of student housing		4043 Walnut Street, Philadelphia, PA 19104
Sidney R. Brown		Chief executive officer of NFI, Inc., an integrated supply chain solutions company		1515 Burnt Mill Road, Cherry Hill, NJ 08003
Gregory P. Chandler		Chief Financial Officer of Emtec, Inc. and member of board of directors of Emtec Inc., a publicly-traded global information technology services provider		100 Matson Ford Road, Two Radnor Corporate Ctr., Suite 420, Radnor, PA 19087
Michael C. Forman		Chairman, President and Chief Executive Officer of FSEP
Richard I. Goldstein		Managing Director of Liberty Associated Partners, LP and Associated Partners, LP, both investment funds		3 Bala Plaza, Suite 502, Bala Cynwyd, PA 19004
Thomas J. Gravina		Executive chairman of GPX Enterprises, L.P., a private investment firm, and its affiliates, including GPX Realty Partners, L.P., a private real estate and investment advisory firm		Three Logan Square, 1717 Arch Street, Philadelphia, PA 19103
Michael J. Heller		President, Chief Executive Officer and Shareholder of Cozen O’Connor, P.C., a law firm		1900 Market St, Philadelphia, PA 19103
Charles P. Pizzi		Retired
Richard W. Vague		Managing partner of Gabriel Investments, an early stage investment fund, and as managing director of The Miletos Group		The Mellon Building, 1735 Market Street, Suite 2501, Philadelphia, PA 19103
R. Richard Williams		Retired

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CUSIP No. 88829M 105		Page 42 of 46

 

Executive Officers

 

Name		Position
Michael C. Forman		Chairman, President and Chief Executive Officer of FSEP
Edward T. Gallivan, Jr.		Chief Financial Officer of FSEP
Zachary Klehr		Executive Vice President of FSEP
Stephen S. Sypherd		Vice President, Treasurer and Secretary of FSEP
James F. Volk		Chief Compliance Officer of FSEP

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CUSIP No. 88829M 105		Page 43 of 46

 

SCHEDULE III

The following table sets forth the name, present principal occupation or employment, and the name and principal business of the corporation or other organization in which the employment is conducted for each member of FSIC II’s board of directors and each executive officer of FSIC II. Unless otherwise indicated, each person listed below is a citizen of the United States of America. Unless otherwise indicated, the business address of each such director or executive officer is c/o FS Investment Corporation II, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

Directors

 

Name		Position		Business Address
Barbara Adams		Retired
David J. Adelman		Chief Executive Officer of Campus Apartments, Inc., a developer, owner and manager of student housing		4043 Walnut Street, Philadelphia, PA 19104
Stephen T. Burdumy		Chief Operating Officer and General Counsel of Transformative Pharmaceutical Solutions, a pharmaceutical solutions provider		1787 Sentry Parkway West, Building 18, Suite 400, Blue Bell, PA 19422
Michael C. Forman		Chairman and Chief Executive Officer of FSIC II
Richard I. Goldstein		Managing Director of Liberty Associated Partners, LP and Associated Partners, LP, both investment funds		3 Bala Plaza, Suite 502, Bala Cynwyd, PA 19004
Michael J. Heller		President, Chief Executive Officer and Shareholder of Cozen O’Connor, P.C., a law firm		1900 Market St, Philadelphia, PA 19103
Jerel A. Hopkins		Vice President and General Counsel of Delaware Management Holdings, Inc., a diversified asset management firm		2005 Market St, One Commerce Square, 9th Floor, Philadelphia, PA 19103
Robert E. Keith, Jr.		Managing Director of TL Ventures, a venture capital firm		435 Devon Park Drive, 700 Building, Wayne, PA 19087
Paul Mendelson		Senior Advisor for Business Development for Lincoln Investment Planning, Inc., a broker-dealer and registered investment adviser
John E. Stuart		Managing Partner of Strategic Business Options, LLC, a strategic consulting firm

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CUSIP No. 88829M 105		Page 44 of 46

 

Scott J. Tarte		Chief Executive Officer of Sparks Marketing Group, Inc., a global event marketing agency		2828 Charter Road, Philadelphia, PA 19154

Executive Officers

 

Name		Position
Michael C. Forman		Chairman, President and Chief Executive Officer of FSIC II
Zachary Klehr		Executive Vice President of FSIC II
William Goebel		Chief Financial Officer of FSIC II
Stephen S. Sypherd		Vice President, Treasurer and Secretary of FSIC II
James F. Volk		Chief Compliance Officer of FSIC II

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CUSIP No. 88829M 105		Page 45 of 46

 

SCHEDULE IV

The following table sets forth the name, present principal occupation or employment, and the name and principal business of the corporation or other organization in which the employment is conducted for each member of FSIC III’s board of directors and each executive officer of FSIC III. Unless otherwise indicated, each person listed below is a citizen of the United States of America. Unless otherwise indicated, the business address of each such director or executive officer is c/o FS Investment Corporation III, 201 Rouse Boulevard, Philadelphia, Pennsylvania 19112.

Directors

 

Name		Position		Business Address
David J. Adelman		Chief Executive Officer of Campus Apartments, Inc., a developer, owner and manager of student housing		4043 Walnut Street, Philadelphia, PA 19104
James W. Brown		Retired
Brian R. Ford		Retired
Michael C. Forman		Chairman, President and Chief Executive Officer of FSIC III
Jeffrey K. Harrow		Chairman of Sparks Marketing Group, Inc., a global event marketing agency		2828 Charter Road, Philadelphia, PA 19154
Michael J. Heller		President, Chief Executive Officer and Shareholder of Cozen O’Connor, P.C., a law firm		1900 Market St, Philadelphia, PA 19103
Daniel J. Hilferty III		President and chief executive officer of Independence Blue Cross, a health insurer		1901 Market Street, Philadelphia, PA 19103
Steven D. Irwin		Partner of LeechTishman Fuscaldo & Lampl, LLC, a law firm		525 William Penn Place, 28th Floor, Pittsburgh, PA 15219
Robert N.C. Nix, III		Counsel at Obermayer Rebmann Maxwell & Hippel LLP, a law firm, and is the founder and owner of Pleasant News, Inc., a service provider		1315 Walnut Street, Suite 1624 Philadelphia PA 19107
Peter G. Stanley		Chairman of the board of directors of Emerging Growth Equities, Ltd., an investment banking firm

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CUSIP No. 88829M 105		Page 46 of 46

 

Executive Officers

 

Name		Position
Michael C. Forman		Chairman, President and Chief Executive Officer of FSIC III
Zachary Klehr		Executive Vice President of FSIC III
Edward T. Gallivan, Jr.		Chief Financial Officer of FSIC III
Stephen S. Sypherd		Vice President, Treasurer and Secretary of FSIC III
James F. Volk		Chief Compliance Officer of FSIC III