0001209191-18-008738.txt : 20180209
0001209191-18-008738.hdr.sgml : 20180209
20180209131623
ACCESSION NUMBER: 0001209191-18-008738
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180207
FILED AS OF DATE: 20180209
DATE AS OF CHANGE: 20180209
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BYNUM FRANK K
CENTRAL INDEX KEY: 0001034435
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 18590248
MAIL ADDRESS:
STREET 1: C/O KELSO & CO
STREET 2: 320 PARK AVENUE 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDBERG MICHAEL B
CENTRAL INDEX KEY: 0001034434
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 18590250
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MATELICH GEORGE E
CENTRAL INDEX KEY: 0001034432
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 18590251
MAIL ADDRESS:
STREET 1: C/O KELSO & CO
STREET 2: 320 PARK AVENUE 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: NICKELL FRANK T
CENTRAL INDEX KEY: 0001034431
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 18590253
MAIL ADDRESS:
STREET 1: C/O KELSO CO
STREET 2: 320 PARK AVENUE 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WALL THOMAS R IV
CENTRAL INDEX KEY: 0001034433
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 18590252
MAIL ADDRESS:
STREET 1: C/O KELSO & CO
STREET 2: 320 PARK AVENUE 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WAHRHAFTIG DAVID I
CENTRAL INDEX KEY: 0001055858
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 18590249
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KIA VIII (Rubicon) GP, L.P.
CENTRAL INDEX KEY: 0001641150
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 18590256
BUSINESS ADDRESS:
STREET 1: C/O KELSO & COMPANY
STREET 2: 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-751-3939
MAIL ADDRESS:
STREET 1: C/O KELSO & COMPANY
STREET 2: 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KEP VI AIV (Rubicon), LLC
CENTRAL INDEX KEY: 0001641210
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 18590254
BUSINESS ADDRESS:
STREET 1: C/O KELSO & COMPANY
STREET 2: 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-751-3939
MAIL ADDRESS:
STREET 1: C/O KELSO & COMPANY
STREET 2: 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kelso GP VIII, LLC
CENTRAL INDEX KEY: 0001421180
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 18590257
BUSINESS ADDRESS:
STREET 1: 320 PARK AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-751-3939
MAIL ADDRESS:
STREET 1: 320 PARK AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KIA VIII (Rubicon), L.P.
CENTRAL INDEX KEY: 0001641148
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 18590255
BUSINESS ADDRESS:
STREET 1: C/O KELSO & COMPANY
STREET 2: 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-751-3939
MAIL ADDRESS:
STREET 1: C/O KELSO & COMPANY
STREET 2: 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Tallgrass Energy GP, LP
CENTRAL INDEX KEY: 0001633651
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4200 W. 115TH STREET, SUITE 350
CITY: LEAWOOD
STATE: KS
ZIP: 66211
BUSINESS PHONE: 913-928-6060
MAIL ADDRESS:
STREET 1: 4200 W. 115TH STREET, SUITE 350
CITY: LEAWOOD
STATE: KS
ZIP: 66211
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2018-02-07
0
0001633651
Tallgrass Energy GP, LP
TEGP
0001421180
Kelso GP VIII, LLC
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001641150
KIA VIII (Rubicon) GP, L.P.
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001641148
KIA VIII (Rubicon), L.P.
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001641210
KEP VI AIV (Rubicon), LLC
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001034431
NICKELL FRANK T
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001034433
WALL THOMAS R IV
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001034432
MATELICH GEORGE E
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001034434
GOLDBERG MICHAEL B
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001055858
WAHRHAFTIG DAVID I
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001034435
BYNUM FRANK K
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Class B shares
2018-02-07
4
J
0
11646401
A
46727603
I
By partnership
Units in Tallgrass Equity, LLC
2018-02-07
4
J
0
11646401
A
Class A shares
11646401
46727603
I
By partnership
Pursuant to the First Amended and Restated Agreement of Limited Partnership of the Issuer dated May 12, 2015 (the "Partnership Agreement"), KIA VIII (Rubicon), L.P. ("KIA VIII") and KEP VI AIV (Rubicon), LLC ("KEP VI AIV") each have the right, at any time following the expiration of a lock-up period and from time to time, to immediately exchange (the "Exchange Right") Class B shares of the Issuer (the "Class B shares") and a corresponding number of Units of limited liability company interest in Tallgrass Equity, LLC ("Tallgrass Equity", and such Units, the "Units", and each Class B share and Unit so exchanged, together, an "Exchange Unit") for a like number of Class A shares of the Issuer (the "Class A shares"), not to exceed, in the aggregate, the total number of Exchange Units held by KIA VIII or KEP VI AIV, as applicable. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right.
On February 7, 2018, the Issuer, Tallgrass Development, LP, a Delaware limited partnership ("Development"), Tallgrass Equity, Tallgrass Development Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of TE ("Merger Sub"), and, for certain limited purposes, Tallgrass Energy Holdings, LLC, a Delaware limited liability company ("Holdings") entered into a definitive Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Development merged with and into Merger Sub, with Merger Sub remaining as the surviving company (the "Merger"), in exchange for (i) 27,554,785 Units, and (ii) 27,554,785 Class B Shares (such Units and Class B Shares, together, the "Merger Consideration").
The Merger Consideration was paid to the limited partners of Development upon the closing of the Merger. Pursuant to the terms of the Merger Agreement, Merger Consideration of 9,919,280 Units and Class B Shares were issued to KIA VIII and 1,727,121 Units and Class B Shares were issued to KEP VI AIV, in their respective capacities as limited partners of Development.
Consists of 39,798,058 Class B shares owned of record by KIA VIII and 6,929,545 Class B shares owned of record by KEP VI AIV following the transactions reported in this line of this Form 4.
Kelso GP VIII, LLC ("GP VIII, LLC") is the general partner of KIA VIII (Rubicon) GP, L.P. ("GP VIII, L.P." and, together with GP VIII, LLC, the "Kelso GPs"). GP VIII, L.P. is the general partner of KIA VIII. GP VIII, LLC and GP VIII, L.P. could be deemed to share beneficial ownership of securities owned of record or deemed to be beneficially owned by KIA VIII. GP VIII, LLC and GP VIII, L.P. each disclaim beneficial ownership of all of the securities reported herein except to the extent of its respective pecuniary interest, if any, therein, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
KIA VIII and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other's securities. KIA VIII and KEP VI AIV each disclaim beneficial ownership of all of the securities deemed to be beneficially owned by the other and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
The Kelso GPs and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the other's securities. The Kelso GPs and KEP VI AIV each disclaim beneficial ownership of all of the securities owned of record or deemed to be beneficially owned by the other or owned of record by KIA VIII and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim, Henry Mannix, III, Mathew S. Edgerton, and Stephen C. Dutton (the "Kelso Individuals") could be deemed to share beneficial ownership of securities owned of record by KIA VIII and KEP VI AIV or deemed to be beneficially owned by GP VIII, LLC or GP VIII, L.P., by virtue of their status as managing members of KEP VI AIV and of GP VIII, LLC. The Kelso Individuals each disclaim beneficial ownership of such securities, and this report shall not be deemed to be an admission that any of the Kelso Individuals is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
The Units, collectively with the Class B shares, constitute the derivative securities described herein.
Consists of 39,798,058 Units owned of record by KIA VIII and 6,929,545 Units owned of record by KEP VI AIV following the transactions reported in this line of this Form 4.
Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of three filed today reporting on the same securities by the following joint filers: Kelso GP VIII, LLC; KIA VIII (Rubicon) GP, L.P.; KIA VIII (Rubicon), L.P.; KEP VI AIV (Rubicon), LLC; Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim, Henry Mannix, III, Matthew S. Edgerton and Stephen C. Dutton.
Kelso GP VIII, LLC, By: /s/ Rosanna T. Leone, Attorney-in-Fact
2018-02-09
KIA VIII (Rubicon) GP, L.P., By: Kelso GP VIII, LLC, its General Partner; By: /s/ Rosanna T. Leone, Attorney-in-Fact
2018-02-09
KIA VIII (Rubicon), L.P., By: KIA VIII (Rubicon) GP, L.P., its General Partner; By: Kelso GP VIII, LLC, its General Partner; By: /s/ Rosanna T. Leone, Attorney-in-Fact
2018-02-09
KEP VI AIV (Rubicon), LLC, By: /s/ Rosanna T. Leone, Attorney-in-Fact
2018-02-09
By: /s/ Rosanna T. Leone, Attorney-in-Fact for Frank T. Nickell
2018-02-09
By: /s/ Rosanna T. Leone, Attorney-in-Fact for Thomas R. Wall, IV
2018-02-09
By: /s/ Rosanna T. Leone, Attorney-in-Fact for George E. Matelich
2018-02-09
By: /s/ Rosanna T. Leone, Attorney-in-Fact for Michael B. Goldberg
2018-02-09
By: /s/ Rosanna T. Leone, Attorney-in-Fact for David I. Wahrhaftig
2018-02-09
By: /s/ Rosanna T. Leone, Attorney-in-Fact for Frank K. Bynum, Jr.
2018-02-09