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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 |
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SCHEDULE 13G
(Rule 13d-102)
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Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b)
(Amendment No. 4 )* |
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Macquarie Infrastructure Company LLC
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(Name of Issuer) |
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Limited Liability Company Interests
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(Title of Class of Securities) |
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55608B105
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(CUSIP Number) |
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December 31, 2013
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(Date of Event which Requires Filing of this Statement) |
| o | Rule 13d-1(b) | ||
| x | Rule 13d-1(c) | ||
| o | Rule 13d-1(d) | ||
| *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. | |||
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The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “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. |
55608B105
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13G | ||
| 1 | NAMES OF REPORTING PERSONS | |||||
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MSDC Management, L.P.
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||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o | ||||
| (b) x | ||||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
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Delaware
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||||||
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | ||||
| -0- | ||||||
| 6 | SHARED VOTING POWER | |||||
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3,779,972
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| 7 | SOLE DISPOSITIVE POWER | |||||
| -0- | ||||||
| 8 | SHARED DISPOSITIVE POWER | |||||
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3,779,972
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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
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3,779,972
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | ||||
| 11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | |||||
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6.8% 1
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| 12 | TYPE OF REPORTING PERSON* | |||||
| PN | ||||||
| CUSIP NO. |
55608B105
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13G | ||
| 1 | NAMES OF REPORTING PERSONS | |||||
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MSD Torchlight Partners, L.P.
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||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o | ||||
| (b) x | ||||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
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Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | ||||
| -0- | ||||||
| 6 | SHARED VOTING POWER | |||||
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3,094,964
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| 7 | SOLE DISPOSITIVE POWER | |||||
| -0- | ||||||
| 8 | SHARED DISPOSITIVE POWER | |||||
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3,094,964
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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
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3,094,964
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | ||||
| 11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | |||||
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5.6% 1
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| 12 | TYPE OF REPORTING PERSON* | |||||
| PN | ||||||
| CUSIP NO. |
55608B105
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13G | ||
| 1 | NAMES OF REPORTING PERSONS | |||||
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MSD Energy Partners, L.P.
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o | ||||
| (b) x | ||||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
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Delaware
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | ||||
| -0- | ||||||
| 6 | SHARED VOTING POWER | |||||
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662,854
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| 7 | SOLE DISPOSITIVE POWER | |||||
| -0- | ||||||
| 8 | SHARED DISPOSITIVE POWER | |||||
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662,854
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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
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662,854
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | ||||
| 11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | |||||
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1.2% 1
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| 12 | TYPE OF REPORTING PERSON* | |||||
| PN | ||||||
| CUSIP NO. |
55608B105
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13G | ||
| 1 | NAMES OF REPORTING PERSONS | |||||
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MSD Energy Partners (MM), L.P.
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| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o | ||||
| (b) x | ||||||
| 3 | SEC USE ONLY | |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
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Cayman Islands
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER | ||||
| -0- | ||||||
| 6 | SHARED VOTING POWER | |||||
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22,154
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| 7 | SOLE DISPOSITIVE POWER | |||||
| -0- | ||||||
| 8 | SHARED DISPOSITIVE POWER | |||||
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22,154
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| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||||
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22,154
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| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | o | ||||
| 11 | PERCENT OF CLASS REPRESENTED IN ROW (9) | |||||
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0.0% 1
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| 12 | TYPE OF REPORTING PERSON* | |||||
| PN | ||||||
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Item 1(a)
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Name of Issuer:
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| The name of the issuer is Macquarie Infrastructure Company LLC (the “Company”). |
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
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| The Company's principal executive office is located at 125 West 55th Street, New York, New York 10019. |
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Item 2(a)
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Name of Person Filing:
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| This Schedule 13G is being jointly filed by and on behalf of each of MSDC Management, L.P. (“MSDC”), MSD Torchlight Partners, L.P. (“MSD Torchlight”), MSD Energy Partners, L.P. and MSD Energy Partners (MM), L.P. (collectively, the “Reporting Persons”). Each of MSD Torchlight, MSD Energy Partners, L.P. and MSD Energy Partners (MM), L.P. is the direct owner of the securities covered by this statement. | |
| MSDC is the investment manager of, and may be deemed to beneficially own securities beneficially owned by, MSD Torchlight, MSD Energy Partners, L.P. and MSD Energy Partners (MM), L.P. MSDC Management (GP), LLC (“MSDC GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSDC. Each of Glenn R. Fuhrman, John C. Phelan and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSDC GP. | |
| The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2014, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. | |
| Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. |
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Item 2(b)
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Address of Principal Business Office or, if none, Residence:
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| The address of the principal business office of MSDC, MSD Torchlight, and MSD Energy Partners, L.P. is 645 Fifth Avenue, 21st Floor, New York, New York 10022. | |
| The address of the principal business office of MSD Energy Partners (MM), L.P. is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
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Item 2(c)
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Citizenship:
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| MSD Torchlight Partners, L.P., MSDC Management, L.P., and MSD Energy Partners, L.P. are organized as limited partnerships under the laws of the State of Delaware. MSD Energy Partners (MM), L.P. is a limited partnership organized under the laws of the Cayman Islands. |
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Item 2(d)
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Title of Class of Securities:
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| Limited Liability Company Interests |
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Item 2(e)
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CUSIP No.:
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| 55608B105 |
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
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| Not Applicable. |
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Item 4
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Ownership: | ||||
| A. |
MSDC Management, L.P.
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| (a) | Amount beneficially owned: 3,779,972 | ||||
| (b) | Percent of class: 6.8% | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 3,779,972 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 3,779,972 | ||||
| B. |
MSD Torchlight Partners, L.P.
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| (a) | Amount beneficially owned: 3,094,964 | ||||
| (b) | Percent of class: 5.6% | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 3,094,964 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 3,094,964 | ||||
| C. |
MSD Energy Partners, L.P.
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| (a) | Amount beneficially owned: 662,854 | ||||
| (b) | Percent of class: 1.2% | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 662,854 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 662,854 | ||||
| D. |
MSD Energy Partners (MM), L.P.
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| (a) | Amount beneficially owned: 22,154 | ||||
| (b) | Percent of class: 0.0% | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 22,154 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 22,154 | ||||
| E. |
MSDC Management (GP), L.P.
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| (a) | Amount beneficially owned: 3,779,972 | ||||
| (b) | Percent of class: 6.8% | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 3,779,972 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 3,779,972 | ||||
| F. |
Glenn R. Fuhrman
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| (a) | Amount beneficially owned: 3,779,972 | ||||
| (b) | Percent of class: 6.8% | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 3,779,972 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 3,779,972 | ||||
| G. |
John C. Phelan
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| (a) | Amount beneficially owned: 3,779,972 | ||||
| (b) | Percent of class: 6.8% | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 3,779,972 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 3,779,972 | ||||
| H. |
Marc R. Lisker
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| (a) | Amount beneficially owned: 3,779,972 | ||||
| (b) | Percent of class: 6.8% | ||||
| (c) | Number of shares as to which such person has: | ||||
| (i) | Sole power to vote or direct the vote: -0- | ||||
| (ii) | Shared power to vote or direct the vote: 3,779,972 | ||||
| (iii) | Sole power to dispose or direct the disposition: -0- | ||||
| (iv) | Shared power to dispose or direct the disposition: 3,779,972 | ||||
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Item 5
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Ownership of Five Percent or Less of a Class:
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| If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following []. |
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person:
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| Not Applicable. |
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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| Not applicable. |
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Item 8
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Identification and Classification of Members of the Group:
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| Not applicable. |
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Item 9
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Notice of Dissolution of Group:
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| Not applicable. |
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Item 10
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Certification:
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| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as participant in any transaction having that purpose or effect. |
| MSDC Management, L.P. | |||
| By: | MSDC Management (GP), LLC | ||
| Its: | General Partner | ||
| By: | /s/ Marc R. Lisker | ||
| Name: | Marc R. Lisker | ||
| Title: | Manager | ||
| MSD Torchlight Partners, L.P. | |||
| By: | MSDC Management, L.P. | ||
| Its: | Investment Manager | ||
| By: | MSDC Management (GP), LLC | ||
| Its: | General Partner | ||
| By: | /s/ Marc R. Lisker | ||
| Name: | Marc R. Lisker | ||
| Title: | Manager | ||
| MSD Energy Partners, L.P. | |||
| By: | MSDC Management, L.P. | ||
| Its: | Investment Manager | ||
| By: | MSDC Management (GP), LLC | ||
| Its: | General Partner | ||
| By: | /s/ Marc R. Lisker | ||
| Name: | Marc R. Lisker | ||
| Title: | Manager | ||
| MSD Energy Partners (MM), L.P. | |||
| By: | MSDC Management, L.P. | ||
| Its: | Investment Manager | ||
| By: | MSDC Management (GP), LLC | ||
| Its: | General Partner | ||
| By: | /s/ Marc R. Lisker | ||
| Name: | Marc R. Lisker | ||
| Title: | Manager | ||
| Exhibit |
Description of Exhibit
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| 99.1 | Joint Filing Agreement dated February 13, 2014. |
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Date: February 13, 2014
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| MSDC Management, L.P. | MSD Energy Partners (MM), L.P. | ||||
| By: | MSDC Management (GP), LLC | By: | MSDC Management, L.P. | ||
| Its: | General Partner | Its | Investment Manager | ||
| By: | /s/ Marc R. Lisker | By: | MSDC Management (GP), LLC | ||
| Name: | Marc R. Lisker | Its | General Partner | ||
| Title: | Manager | ||||
| By: | /s/ Marc R. Lisker | ||||
| Its | Marc R. Lisker | ||||
| MSD Torchlight Partners L.P. | Title: | Manager | |||
| By: | MSDC Management, L.P. | ||||
| Its: | Investment Manager | ||||
| By: | MSDC Management (GP), LLC | ||||
| Its | General Partner | ||||
| By: | /s/ Marc R. Lisker | ||||
| Its | Marc R. Lisker | ||||
| Title: | Manager | ||||
| MSD Energy Partners, L.P. | |||||
| By: | MSDC Management, L.P. | ||||
| Its | Investment Manager | ||||
| By: | MSDC Management (GP), LLC | ||||
| Its | General Partner | ||||
| By: | /s/ Marc R. Lisker | ||||
| Its | Marc R. Lisker | ||||
| Title: | Manager | ||||