0001193125-12-000996.txt : 20120103 0001193125-12-000996.hdr.sgml : 20120102 20120103171659 ACCESSION NUMBER: 0001193125-12-000996 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120103 DATE AS OF CHANGE: 20120103 GROUP MEMBERS: MSD ENERGY PARTNERS (MM), L.P. GROUP MEMBERS: MSD ENERGY PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lone Pine Resources Inc. CENTRAL INDEX KEY: 0001506932 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 273779606 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86265 FILM NUMBER: 12502971 BUSINESS ADDRESS: STREET 1: 645-7 AVENUE SW CITY: CALGARY STATE: A0 ZIP: T2P 4G8 BUSINESS PHONE: 403-292-8000 MAIL ADDRESS: STREET 1: 645-7 AVENUE SW CITY: CALGARY STATE: A0 ZIP: T2P 4G8 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MSDC Management, L.P. CENTRAL INDEX KEY: 0001514334 IRS NUMBER: 271522220 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 645 FIFTH AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 303-1650 MAIL ADDRESS: STREET 1: 645 FIFTH AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 d275527dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

 

LONE PINE RESOURCES INC.

(Name of issuer)

 

 

 

Common Stock

(Title of class of securities)

 

54222A106

(CUSIP number)

 

December 22, 2011

(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)

x Rule 13d-1(c)

¨ 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.

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).

Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:

Janice V. Sharry, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219-7673

(214) 651-5562

 

 

 


SCHEDULE 13G

 

CUSIP No. 54222A106   Page 2 of 9 Pages

 

  (1)   

Names of reporting persons

 

MSDC Management, L.P.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

(5) 

  

Sole voting power

 

0

  

(6)

  

Shared voting power

 

4,460,988

  

(7)

  

Sole dispositive power

 

0

  

(8)

  

Shared dispositive power

 

4,460,988

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

4,460,988

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

5.2%

(12)

 

Type of reporting person (see instructions)

 

PN

 


SCHEDULE 13G

 

CUSIP No. 54222A106   Page 3 of 9 Pages

 

  (1)   

Names of reporting persons

 

MSD Energy Partners, L.P.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

(5) 

  

Sole voting power

 

0

  

(6)

  

Shared voting power

 

4,356,097

  

(7)

  

Sole dispositive power

 

0

  

(8)

  

Shared dispositive power

 

4,356,097

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

4,356,097

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

5.1%

(12)

 

Type of reporting person (see instructions)

 

PN


SCHEDULE 13G

 

CUSIP No. 54222A106   Page 4 of 9 Pages

 

  (1)   

Names of reporting persons

 

MSD Energy Partners (MM), L.P.

  (2)  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  x

 

  (3)  

SEC use only

 

  (4)  

Citizenship or place of organization

 

Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with:

  

(5) 

  

Sole voting power

 

0

  

(6)

  

Shared voting power

 

104,891

  

(7)

  

Sole dispositive power

 

0

  

(8)

  

Shared dispositive power

 

104,891

  (9)

 

Aggregate amount beneficially owned by each reporting person

 

104,891

(10)

 

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

(11)

 

Percent of class represented by amount in Row (9)

 

0.1%

(12)

 

Type of reporting person (see instructions)

 

PN


Item 1.

(a) Name of Issuer

LONE PINE RESOURCES INC.

(b) Address of Issuer’s Principal Executive Offices

Suite 2500, 645-7 Avenue SW, Calgary, Alberta, Canada T2P 4G8

Item 2.

(a) Name of Person Filing

This statement is jointly filed by and on behalf of each of MSDC Management, L.P., MSD Energy Partners, L.P. and MSD Energy Partners (MM), L.P. MSD Energy Partners and MSD Energy Partners (MM) are the record and direct beneficial owners of the securities covered by this statement. MSDC Management is the investment manager of, and may be deemed to beneficially own securities owned by, MSD Energy Partners and MSD Energy Partners (MM). MSDC Management (GP), LLC is the general partner of, and may be deemed to beneficially own securities owned by, MSDC Management. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person 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.

(b) Address of Principal Business Office or, if none, Residence

The address of the principal business office of MSDC Management, L.P. and MSD Energy Partners, L.P. is c/o MSDC Management, L.P., 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 HSBC Trustee (Cayman) Limited, P.O. Box 484, HSBC House, 68 West Bay Road, Grand Cayman KY1-1106, Cayman Islands.

(c) Citizenship

See Item 4 on the cover page(s) hereto.

(d) Title of Class of Securities

Common Stock

(e) CUSIP Number

54222A106

 

5


Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

 

  (a)

¨ A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

 

  (b)

¨ A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

 

  (c)

¨ An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

 

  (d)

¨ An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

  (e)

¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

  (f)

¨ An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);

 

  (g)

¨ A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);

 

  (h)

¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i)

¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

  (j)

¨ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

 

  (k)

¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

Item 4. Ownership.

 

  (a)

Amount beneficially owned: See Item 9 on the cover page(s) hereto.

 

  (b)

Percent of class: See Item 11 on the cover page(s) hereto.

 

  (c)

Number of shares as to which such person has:

 

  (i)

Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

 

  (ii)

Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

 

  (iii)

Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

 

  (iv)

Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

 

Item 5. Ownership of 5% or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

6


Item 6. Ownership of More than 5 Percent on Behalf of Another Person

Not Applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

 

Item 8. Identification and Classification of Members of the Group

Not Applicable

 

Item 9. Notice of Dissolution of Group

Not Applicable

 

Item 10. Certifications

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.

 

7


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: January 3, 2012

    MSDC MANAGEMENT, L.P.
   

By:

Its:

 

MSDC Management (GP), LLC

General Partner

     
    By:  

/s/ Marc R. Lisker

    Name:   Marc R. Lisker
    Title:   Managing Director

 

   

MSD ENERGY PARTNERS, L.P.

   

By:

Its:

By:

Its:

 

MSDC Management, L.P.

Investment Manager

MSDC Management (GP), LLC

General Partner

     
    By:  

/s/ Marc R. Lisker

    Name:   Marc R. Lisker
    Title:   Managing Director

 

   

MSD ENERGY PARTNERS (MM), L.P.

   

By:

Its:

By:

Its:

 

MSDC Management, L.P.

Investment Manager

MSDC Management (GP), LLC

General Partner

     
    By:  

/s/ Marc R. Lisker

    Name:   Marc R. Lisker
    Title:   Managing Director


EXHIBIT INDEX

 

Exhibit

  

Description of Exhibit

99.1    Joint Filing Agreement (filed herewith)

 

 

9

EX-99.1 2 d275527dex991.htm EXHIBIT 99.1 Exhibit 99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

January 3, 2012

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.

 

Date: January 3, 2012

   

MSDC MANAGEMENT, L.P.

    By:  

MSDC Management (GP), LLC

    Its:       General Partner
:     By:  

/s/ Marc R. Lisker

    Name:   Marc R. Lisker
    Title:   Managing Director

 

   

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:   Managing Director

 

    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:   Managing Director