Statement of Ownership (sc 13g)
05 November 2019 - 10:07PM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.)*
Black Stone
Minerals, L.P.
(Name of Issuer)
Common Units
(Title of
Class of Securities)
09225M101
(CUSIP Number)
September 29, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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 (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. 09225M101
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Schedule 13G
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Page 1 of 18
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1
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Names of
Reporting Persons
Carlyle Group Management L.L.C.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
14,711,219
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
14,711,219
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by
Amount in Row 9
6.7%
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12
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Type of Reporting Person
OO (Limited Liability Company)
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CUSIP No. 09225M101
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Schedule 13G
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Page 2 of 18
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1
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Names of
Reporting Persons
The Carlyle Group L.P.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
14,711,219
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
14,711,219
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by
Amount in Row 9
6.7%
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12
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Type of Reporting Person
PN
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CUSIP No. 09225M101
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Schedule 13G
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Page 3 of 18
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1
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Names of
Reporting Persons
Carlyle Holdings I GP Inc.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
14,711,219
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
14,711,219
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by
Amount in Row 9
6.7%
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12
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Type of Reporting Person
CO
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CUSIP No. 09225M101
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Schedule 13G
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Page 4 of 18
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1
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Names of
Reporting Persons
Carlyle Holdings I GP Sub L.L.C.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
14,711,219
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
14,711,219
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by
Amount in Row 9
6.7%
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12
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Type of Reporting Person
OO (Limited Liability Company)
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CUSIP No. 09225M101
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Schedule 13G
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Page 5 of 18
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1
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Names of
Reporting Persons
Carlyle Holdings I L.P.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
14,711,219
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
14,711,219
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by
Amount in Row 9
6.7%
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12
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Type of Reporting Person
PN
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CUSIP No. 09225M101
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Schedule 13G
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Page 6 of 18
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1
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Names of
Reporting Persons
TC Group, L.L.C.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
14,711,219
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
14,711,219
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by
Amount in Row 9
6.7%
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12
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Type of Reporting Person
OO (Limited Liability Company)
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CUSIP No. 09225M101
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Schedule 13G
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Page 7 of 18
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1
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Names of
Reporting Persons
TC Group Sub L.P.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
14,711,219
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7
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Sole Dispositive Power
0
|
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8
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Shared Dispositive Power
14,711,219
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
|
11
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Percent of Class Represented by Amount
in Row 9
6.7%
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12
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Type of Reporting Person
PN
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CUSIP No. 09225M101
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Schedule 13G
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Page 8 of 18
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1
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Names of
Reporting Persons
TC Group CEMOF II, L.L.C.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
14,711,219
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
14,711,219
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
|
11
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Percent of Class Represented by Amount
in Row 9
6.7%
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12
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Type of Reporting Person
OO (Limited Liability Company)
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CUSIP No. 09225M101
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Schedule 13G
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Page 9 of 18
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1
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Names of
Reporting Persons
CEMOF II General Partner, L.P.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
14,711,219
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
14,711,219
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219
|
10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
|
11
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Percent of Class Represented by Amount
in Row 9
6.7%
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12
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Type of Reporting Person
PN
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CUSIP No. 09225M101
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Schedule 13G
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Page 10 of 18
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1
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Names of
Reporting Persons
CEMOF II AIV, L.P.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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|
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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5
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Sole Voting Power
0
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6
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Shared Voting Power
14,711,219
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7
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|
Sole Dispositive Power
0
|
|
8
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|
Shared Dispositive Power
14,711,219
|
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|
|
|
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219
|
10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
|
11
|
|
Percent of Class Represented by Amount
in Row 9
6.7%
|
12
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Type of Reporting Person
PN
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CUSIP No. 09225M101
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Schedule 13G
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Page 11 of 18
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1
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Names of
Reporting Persons
Mineral Royalties One, L.L.C.
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2
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Check the Appropriate Box if a Member
of a Group
(a) ☐ (b) ☐
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5
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Sole Voting Power
0
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6
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Shared Voting Power
14,711,219
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
14,711,219
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|
|
|
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
14,711,219
|
10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
|
11
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Percent of Class Represented by Amount
in Row 9
6.7%
|
12
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Type of Reporting Person
OO (Limited Liability Company)
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CUSIP No. 09225M101
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Schedule 13G
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Page 12 of 18
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ITEM 1.
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(a) Name of Issuer:
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Black Stone Minerals, L.P. (the Issuer)
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(b) Address of Issuers Principal Executive Offices:
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1001 Fannin Street, Suite 2020
Houston, Texas 77002
ITEM 2.
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(a) Name of Person Filing:
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Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the
Reporting Persons. This statement is filed on behalf of:
The Carlyle Group L.P.
Carlyle Group Management L.L.C.
Carlyle Holdings I GP Inc.
Carlyle Holdings I GP Sub L.L.C.
Carlyle Holdings I L.P.
TC
Group, L.L.C.
TC Group Sub L.P.
TC Group CEMOF II, L.L.C.
CEMOF II General Partner, L.P.
CEMOF II AIV, L.P.
Mineral
Royalties One, L.L.C.
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(b) Address or Principal Business Office:
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The address of each of the Reporting Persons is c/o The Carlyle Group, 1001 Pennsylvania Ave., N.W., Suite 220 South,
Washington D.C. 20004-2505.
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(c) Citizenship of each Reporting Person is:
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Each of the Reporting Persons is organized in the state of Delaware.
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(d) Title of Class of Securities:
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Common Units representing limited partner interests (Common Units).
09225M101
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CUSIP No. 09225M101
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Schedule 13G
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Page 13 of 18
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Not applicable.
(a-c)
The ownership information presented below represents beneficial ownership of Common Units of the Issuer, based on 205,961,594
Common Units outstanding as of July 30, 2019 and assuming the conversion of the Series B Cumulative Convertible Preferred Units (the Preferred Units) beneficially owned by the Reporting Persons.
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Reporting Person
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Amount
beneficially
owned
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Percent
of class:
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Sole
power
to vote
or to
direct
the vote:
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Shared
power to
vote or to
direct the
vote:
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Sole
power to
dispose or
to direct
the
disposition
of:
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Shared
power to
dispose or
to direct
the
disposition
of:
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Carlyle Group Management L.L.C.
|
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|
14,711,219
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6.7
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%
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|
0
|
|
|
|
14,711,219
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|
0
|
|
|
|
14,711,219
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The Carlyle Group L.P.
|
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|
14,711,219
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6.7
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%
|
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|
0
|
|
|
|
14,711,219
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|
|
|
0
|
|
|
|
14,711,219
|
|
Carlyle Holdings I GP Inc.
|
|
|
14,711,219
|
|
|
|
6.7
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%
|
|
|
0
|
|
|
|
14,711,219
|
|
|
|
0
|
|
|
|
14,711,219
|
|
Carlyle Holdings I GP Sub L.L.C.
|
|
|
14,711,219
|
|
|
|
6.7
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%
|
|
|
0
|
|
|
|
14,711,219
|
|
|
|
0
|
|
|
|
14,711,219
|
|
Carlyle Holdings I L.P.
|
|
|
14,711,219
|
|
|
|
6.7
|
%
|
|
|
0
|
|
|
|
14,711,219
|
|
|
|
0
|
|
|
|
14,711,219
|
|
TC Group, L.L.C.
|
|
|
14,711,219
|
|
|
|
6.7
|
%
|
|
|
0
|
|
|
|
14,711,219
|
|
|
|
0
|
|
|
|
14,711,219
|
|
TC Group Sub L.P.
|
|
|
14,711,219
|
|
|
|
6.7
|
%
|
|
|
0
|
|
|
|
14,711,219
|
|
|
|
0
|
|
|
|
14,711,219
|
|
TC Group CEMOF II, L.L.C.
|
|
|
14,711,219
|
|
|
|
6.7
|
%
|
|
|
0
|
|
|
|
14,711,219
|
|
|
|
0
|
|
|
|
14,711,219
|
|
CEMOF II General Partner, L.P.
|
|
|
14,711,219
|
|
|
|
6.7
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%
|
|
|
0
|
|
|
|
14,711,219
|
|
|
|
0
|
|
|
|
14,711,219
|
|
CEMOF II AIV, L.P.
|
|
|
14,711,219
|
|
|
|
6.7
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%
|
|
|
0
|
|
|
|
14,711,219
|
|
|
|
0
|
|
|
|
14,711,219
|
|
Mineral Royalties One, L.L.C.
|
|
|
14,711,219
|
|
|
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6.7
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%
|
|
|
0
|
|
|
|
14,711,219
|
|
|
|
0
|
|
|
|
14,711,219
|
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Mineral Royalties One, L.L.C. is the record holder of 14,711,219 Preferred Units, which upon conversion, are
issuable in to Common Units representing limited partner interests in the Issuer.
Carlyle Group Management L.L.C. is the general partner
of The Carlyle Group L.P., which is a publicly traded entity listed on Nasdaq. The Carlyle Group L.P. is the sole shareholder of Carlyle Holdings I GP Inc., which is the managing member of Carlyle Holdings I GP Sub L.L.C., which is the general
partner of Carlyle Holdings I L.P., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group CEMOF II, L.L.C., which is the general partner of CEMOF II General
Partner, L.P., which is the general partner of CEMOF II AIV, L.P., which is the managing member of Mineral Royalties One, L.L.C. Accordingly, each of these entities may be deemed to share beneficial ownership of the Preferred Units owned of record
by Mineral Royalties One, L.L.C.
ITEM 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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CUSIP No. 09225M101
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Schedule 13G
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Page 14 of 18
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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.
ITEM 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company.
|
Not applicable.
ITEM 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
ITEM 9.
|
Notice of Dissolution of Group.
|
Not applicable.
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 a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
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CUSIP No. 09225M101
|
|
Schedule 13G
|
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Page 15 of 18
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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.
Date: November 4, 2019
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|
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Carlyle Group Management L.L.C.
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By:
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/s/ Anne Frederick, attorney-in-fact
|
|
|
|
Name:
|
|
Curtis L. Buser
|
Title:
|
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Chief Financial Officer
|
|
The Carlyle Group L.P.
|
By: Carlyle Group Management L.L.C., its general partner
|
|
|
|
|
|
By:
|
|
/s/ Anne Frederick, attorney-in-fact
|
|
|
|
Name:
|
|
Curtis L. Buser
|
Title:
|
|
Chief Financial Officer
|
|
Carlyle Holdings I GP Inc.
|
|
|
|
|
|
By:
|
|
/s/ Anne Frederick, attorney-in-fact
|
|
|
|
Name:
|
|
Curtis L. Buser
|
Title:
|
|
Chief Financial Officer
|
|
Carlyle Holdings I GP Sub L.L.C.
|
By:
|
|
Carlyle Holdings I GP Inc., its managing member
|
|
|
|
|
|
By:
|
|
/s/ Anne Frederick, attorney-in-fact
|
|
|
|
Name:
|
|
Curtis L. Buser
|
Title:
|
|
Chief Financial Officer
|
|
Carlyle Holdings I L.P.
|
|
|
|
|
|
By:
|
|
/s/ Anne Frederick, attorney-in-fact
|
|
|
|
Name:
|
|
Curtis L. Buser
|
Title:
|
|
Chief Financial Officer
|
|
|
|
|
|
CUSIP No. 09225M101
|
|
Schedule 13G
|
|
Page 16 of 18
|
|
|
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TC Group, L.L.C.
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By: Carlyle Holdings I L.P., its managing member
|
|
|
|
|
|
By:
|
|
/s/ Anne Frederick, attorney-in-fact
|
|
|
|
Name:
|
|
Curtis L. Buser
|
Title:
|
|
Chief Financial Officer
|
|
TC Group Sub L.P.
|
By: TC Group, L.L.C., its general partner
|
By: Carlyle Holdings I L.P., its managing member
|
|
|
|
|
|
By:
|
|
/s/ Anne Frederick, attorney-in-fact
|
|
|
|
Name:
|
|
Curtis L. Buser
|
Title:
|
|
Chief Financial Officer
|
|
TC Group CEMOF II, L.L.C.
|
|
|
|
Name:
|
|
Ryan R. Toteja
|
Title:
|
|
Authorized Person
|
|
CEMOF II General Partner, L.P.
|
|
|
|
Name:
|
|
Ryan R. Toteja
|
Title:
|
|
Authorized Person
|
|
|
|
|
|
CUSIP No. 09225M101
|
|
Schedule 13G
|
|
Page 17 of 18
|
|
|
|
CEMOF II AIV, L.P.
|
By: CEMOF II General Partner, L.P., its general partner
|
By: TC Group CEMOF II, L.L.C., its general partner
|
|
|
|
Name:
|
|
Ryan R. Toteja
|
Title:
|
|
Authorized Person
|
|
Mineral Royalties One, L.L.C.
|
|
|
|
Name:
|
|
Ryan R. Toteja
|
Title:
|
|
Authorized Person
|
|
|
|
|
|
CUSIP No. 09225M101
|
|
Schedule 13G
|
|
Page 18 of 18
|
LIST OF EXHIBITS
|
|
|
Exhibit No.
|
|
Description
|
|
|
99
|
|
Joint Filing Agreement.
|
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