-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q4oqtsUe/TleuQuFqi6DglfJ9wrBqJgwWubPDLL2NmRdOncaGs7LfROt9/sxBVEq ymhpmmP+xVrMKgASzvXxdg== 0000950103-07-002478.txt : 20071011 0000950103-07-002478.hdr.sgml : 20071011 20071011072325 ACCESSION NUMBER: 0000950103-07-002478 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071011 DATE AS OF CHANGE: 20071011 GROUP MEMBERS: MORGAN STANLEY CAPITAL PARTNERS III, L.P. GROUP MEMBERS: MSCP III 892 INVESTORS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Renegy Holdings, Inc. CENTRAL INDEX KEY: 0001398931 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 208987239 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83163 FILM NUMBER: 071166327 BUSINESS ADDRESS: STREET 1: 301 W. WARNER ROAD, SUITE 132 CITY: TEMPE STATE: AZ ZIP: 85284 BUSINESS PHONE: 480-556-5555 MAIL ADDRESS: STREET 1: 301 W. WARNER ROAD, SUITE 132 CITY: TEMPE STATE: AZ ZIP: 85284 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Metalmark Capital LLC CENTRAL INDEX KEY: 0001298477 IRS NUMBER: 201161350 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1585 BROADWAY, FLOOR 38 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-8003 MAIL ADDRESS: STREET 1: 1585 BROADWAY, FLOOR 38 CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D 1 dp07189_13d.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE

13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)¹

Renegy Holdings, Inc.

(Name of Issuer)

COMMON STOCK,

PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

75845J109

(CUSIP Number)

Kenneth F. Clifford

Metalmark Capital LLC

1177 Avenue of the Americas, 40^th Floor

New York, NY 10036

Tel: (212) 823-1900

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

October 1, 2007

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

¹The 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.

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 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).

CUSIP No. 75845J109

13D

Page 2 of 7 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Metalmark Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 471,786 – See Item 6
	8	SHARED VOTING POWER -0- See Item 6
	9	SOLE DISPOSITIVE POWER 471,786 – See Item 6
	10	SHARED DISPOSITIVE POWER -0- See Item 6

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 471,786 – See Item 5
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3% – See Item 5
14	TYPE OF REPORTING PERSON* OO

[*SEE INSTRUCTIONS BEFORE FILLING OUT!]

CUSIP No. 75845J109

13D

Page 3 of 7 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Stanley Capital Partners III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 427,969 – See Item 6
	8	SHARED VOTING POWER -0- See Item 6
	9	SOLE DISPOSITIVE POWER 427,969 – See Item 6
	10	SHARED DISPOSITIVE POWER -0- See Item 6

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 427,969 – See Item 5
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.6% – See Item 5
14	TYPE OF REPORTING PERSON* PN

[*SEE INSTRUCTIONS BEFORE FILLING OUT!]

CUSIP No. 75845J109

13D

Page 4 of 7 Pages

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MSCP III 892 Investors, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* Not applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 43,817 – See Item 6
	8	SHARED VOTING POWER -0- See Item 6
	9	SOLE DISPOSITIVE POWER 43,817 – See Item 6
	10	SHARED DISPOSITIVE POWER -0- See Item 6

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 43,817 – See Item 5
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.7% – See Item 5
14	TYPE OF REPORTING PERSON* PN

[*SEE INSTRUCTIONS BEFORE FILLING OUT!]

Item 1. Security and Issuer.

The class of equity securities to which this statement relates is the common stock, $0.001 par value per share (the “Common Stock”), of Renegy Holdings, Inc., a Delaware corporation (“Renegy Holdings” or the “Company”). The principal executive offices of Renegy Holdings are located at 301 West Warner Road Suite 132, Tempe, Arizona 85284.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed jointly on behalf of each of Metalmark Capital LLC, a Delaware limited liability company (“Metalmark”), Morgan Stanley Capital Partners III, L.P., a Delaware limited partnership (“MSCP III, L.P.”), and MSCP III 892 Investors, L.P., a Delaware limited partnership (“MSCP III 892”, together with Metalmark, MSCP III, L.P. and MSCP III 892, the “Reporting Persons”). By virtue of the subadvisory arrangement described in Item 6 below, Subadvisor (as defined below) manages MSCP III, L.P. and MSCP III 892, L.P. on a subadvisory basis. See response to Item 6 below.

(b) The address of the principal business and the principal office of the Reporting Persons is 1177 Avenue of the Americas, 40th Floor, New York, NY 10036. The name, business address and present principal occupation or employment of each member and officer of Metalmark is set forth on Schedule A.

(d) None of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons listed on Schedule A attached hereto has been convicted in a criminal proceeding in the past five years (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the other persons listed on Schedule A attached hereto was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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) Delaware. See also Schedule A.

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting persons are filing this statement to report the receipt of shares of Common Stock in exchange for shares of common stock, par value $0.001 per share, of Catalytica Energy Systems, Inc., a Delaware Corporation (“Catalytica”) ( the “Catalytica Stock”) which were received pursuant to the contribution and merger transaction among Catalytica, Renegy Holdings, Snowflake Acquisition Corporation, a Delaware corporation, and other parties on October 1, 2007 (the “Merger”). In connection with the Merger, MSCP III L.P. exchanged 2,995,781 shares of Catalytica Stock for 427,969 shares of Common Stock and MSCP III 892 exchanged 306,714 shares of Catalytica Stock for 43,817 shares of Common Stock.

Item 4. Purpose of Transaction.

Not applicable.

Item 5. Interest in Securities of the Issuer.

(a) For the purposes of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by virtue of the subadvisory arrangement described in Item 6 below, Metalmark may be deemed to beneficially own 471,786 shares of Common Stock, or approximately 7.3% of the outstanding shares of Common Stock, which shares are held by MSCP III, L.P. and MSCP III 892, L.P., as described in Item 3, above.

Page 5 of 7

For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSCP III, L.P. may be deemed to beneficially own 427,969 shares of Common Stock, or approximately 6.6% of the outstanding shares of Common Stock.

For the purposes of Rule 13d-3 promulgated under the Exchange Act, MSCP III 892 may be deemed to beneficially own 43,817 shares of Common Stock, or approximately 0.7% of the outstanding shares of Common Stock.

The Reporting Persons do not affirm the existence of a group and are filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the Exchange Act.

(b) By virtue of the subadvisory arrangement described in Item 6 below, Metalmark may be deemed to have sole voting and dispositive power with respect to the shares of Common Stock owned by MSCP III, L.P. and MSCP III 892, L.P. See response to Item 6 below.

(c) Other than the exchange effected pursuant to the Merger, as described in Item 3, above, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days.

(d) By virtue of the subadvisory arrangement described in Item 6 below, Metalmark may be deemed to have the sole power to direct the receipt of dividends declared on the shares of Common Stock held by MSCP III, L.P. and MSCP III 892, L.P. and the proceeds from the sale of such shares of Common Stock. See response to Item 6 below.

(e) Not applicable.

Item6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On July 22, 2004, Metalmark Subadvisor LLC (“Subadvisor”), Metalmark (the parent entity of Subadvisor) and certain affiliates of MS agreed that Subadvisor would manage MSCP III, LP and MSCP III 892 on a subadvisory basis. This subadvisory relationship commenced on September 30, 2004. The management authority of Subadvisor is as set forth in a Power of Attorney, the form of which is attached hereto as Exhibit 1. By virtue of the subadvisory arrangement, Metalmark may be deemed to have sole voting and dispositive power with respect to the shares of Common Stock owned by MSCP III, LP and MSCP III 892. In addition, under the subadvisory arrangement, Morgan Stanley Capital Investors, L.P., a fund related to MSCP III, LP and MSCP III 892, is effectively obligated to vote or direct the vote and to dispose or direct the disposition of any Common Stock owned directly by it on the same terms and conditions as MSCP III, LP and MSCP III 892. Metalmark is an independent private equity firm led by Howard I. Hoffen and senior team members from Morgan Stanley Capital Partners.

Item 7. Material to be Filed as Exhibits.

Exhibit 1: Form of Power of Attorney.

Exhibit 2: Joint Filing Agreement among the Reporting Persons.

Page 6 of 7

SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify the information set forth in this statement is true, complete and correct.

Date: October 10, 2007

METALMARK CAPITAL LLC

By:	/s/ Kenneth F. Clifford
	Name:	Kenneth F. Clifford
	Title:	Chief Financial Officer

MORGAN STANLEY CAPITAL PARTNERS III, L.P.

By: By:	MSCP III, LLC, as General Partner Metalmark Subadvisor LLC, as attorney-in-fact


By:	/s/ Kenneth F. Clifford
	Name:	Kenneth F. Clifford
	Title:	Chief Financial Officer

MSCP III 892 INVESTORS, L.P.

By: By:	MSCP III, LLC, as General Partner Metalmark Subadvisor LLC, as attorney-in-fact


By:	/s/ Kenneth F. Clifford
	Name:	Kenneth F. Clifford
	Title:	Chief Financial Officer

Page 7 of 7

SCHEDULE A

OFFICERS AND MANAGING MEMBER

METALMARK CAPITAL LLC

The names of the members and the names and titles of the officers of Metalmark Capital LLC (“Metalmark”) are set forth below. The business address of each of the persons listed below is 1177 Avenue of the Americas, 40th Floor, New York, NY 10036. Unless otherwise indicated, each title set forth opposite an individual’s name refers to his title at Metalmark and each individual is a United States citizen.

Name, Business Address	Title
Leigh J. Abramson	Managing Director
Kenneth F. Clifford	Chief Financial Officer and Managing Director
Howard I. Hoffen	Managing Member Chairman, Chief Executive Officer and Managing Director
Michael C. Hoffman	Managing Director
M. Fazle Husain	Managing Director
Gregory D. Myers	Managing Director
Jeffrey M. Siegal	Managing Director

EX-99.1 2 dp07189_ex1.htm

EXHIBIT 1

FORM OF

LIMITED POWER OF ATTORNEY

[applicable MS GP] [applicable MS Member]

Pursuant to the Subadvisory Agreement dated as of [____], 2004, among Morgan Stanley Investment Management Inc., Morgan Stanley Leveraged Equity Fund II, Inc., MSCP III, LLC, Morgan Stanley Capital Partners III, Inc., MSDW Capital Partners IV, LLC, MSDW Capital Partners IV, Inc., Metalmark Subadvisor LLC (“Subadvisor”) and Metalmark Capital LLC (the “Subadvisory Agreement”), [name of Morgan Stanley General Partner (“MS GP”)] [name of MS Member (“MS Member”)] irrevocably appoints Subadvisor (for the term of the Subadvisory Agreement) as attorney-in-fact and agent with full and exclusive power and authority to act for [MS GP] [MS Member] with respect to the [name of Fund (“Fund”)] [list names of Co-Invest Vehicles for which the applicable MS Member acts as manager (“Fund”)] with management authority conferred on the Subadvisor under the Subadvisory Agreement, including without limitation, in the following matters: (a) to buy, sell, exchange, convert, and otherwise take any action for any securities or investments of the Fund, (b) to establish, maintain, and deal through accounts with one or more securities brokerage firm(s) as the Subadvisor may select to effect purchases or sales of securities or investments as agent for the Fund, (c) to establish custody accounts with any custodian for the maintenance of custody for Fund cash or securities and to issue instructions to any such custodian, (d) to execute and deliver any agreement, document or instrument on behalf of the Fund concerning the Fund’s securities or investments, including purchase or sale agreements, shareholder agreements, voting agreements, proxies, shareholder consents, or other matters related to the Fund’s securities or investments, and (d) to take any actions and execute and deliver any agreement, document or instrument involving litigation or claims involving the Fund. It is further understood that the Subadvisor may deliver to any person a copy of this document as evidence of the authority of the Subadvisor to act for and on behalf of the Fund. This limited power of attorney, and the power and authority granted to the Subadvisor hereunder, shall terminate upon the termination of the Subadvisory Agreement.

Executed this ___ day of ____, 2004.

[MS GP] [MS Member]

By:

Its:

EX-99.2 3 dp07189_ex2.htm

EXHIBIT 2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.001 par value per share, of Renegy Holdings, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

Dated as of October 10, 2007.

METALMARK CAPITAL LLC

By:	/s/ Kenneth F. Clifford
	Name:	Kenneth F. Clifford
	Title:	Chief Financial Officer

MORGAN STANLEY CAPITAL PARTNERS III, L.P.

By: By:	MSCP III, LLC, as General Partner Metalmark Subadvisor LLC, as attorney-in-fact


By:	/s/ Kenneth F. Clifford
	Name:	Kenneth F. Clifford
	Title:	Chief Financial Officer

MSCP III 892 INVESTORS, L.P.

By: By:	MSCP III, LLC, as General Partner Metalmark Subadvisor LLC, as attorney-in-fact


By:	/s/ Kenneth F. Clifford
	Name:	Kenneth F. Clifford
	Title:	Chief Financial Officer

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