Tallgrass Energy, LP
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(Name of Issuer)
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Class A Shares Representing Limited Partner Interests
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(Title of Class of Securities)
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874696107
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(CUSIP Number)
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Celine Loh
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Toh Tze Meng
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GIC Private Limited
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GIC Private Limited
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168, Robinson Road
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168, Robinson Road
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#37-01, Capital Tower
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#37-01, Capital Tower
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Singapore 068912
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Singapore 068912
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+65 6889 8888
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+65 6889 8888
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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September 25, 2019
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(Date of Event Which Requires Filing of this Statement)
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SCHEDULE 13D | ||
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CUSIP No.: 874696107 |
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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GIC PRIVATE LIMITED |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO |
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|||
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Singapore |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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|||
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8
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SHARED VOTING POWER
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|
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124,307,584 |
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|||
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9
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SOLE DISPOSITIVE POWER
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0 |
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|||
|
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||||
10
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SHARED DISPOSITIVE POWER
|
|
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||
124,307,584 |
|
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|||
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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124,307,584 |
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|||
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12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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44.42% (1) |
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|||
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
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||
CO |
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|||
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(1)
|
Calculations of the percentage of Class A Shares beneficially owned are calculated in accordance with Rule 13d-3 and assumes that there are 279,852,537 Class A Shares outstanding, which takes into account the
number of TE Units that may be deemed to be beneficially owned by the Reporting Persons, which are exchangeable together with Class B Shares for a corresponding number of Class A Shares, pursuant to the TGE LP Agreement (defined in Item 6
of the Original 13D).
|
SCHEDULE 13D | ||
|
|
|
CUSIP No.: 874696107 |
|
Page 3 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
GIC SPECIAL INVESTMENTS PTE. LTD. |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
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|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Singapore |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
124,307,584 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
124,307,584 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
124,307,584 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.42% (1) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
(1)
|
Calculations of the percentage of Class A Shares beneficially owned are calculated in accordance with Rule 13d-3 and assumes that there are 279,852,537 Class A Shares outstanding, which takes into account the
number of TE Units that may be deemed to be beneficially owned by the Reporting Persons, which are exchangeable together with Class B Shares for a corresponding number of Class A Shares, pursuant to the TGE LP Agreement (defined in Item 6
of the Original 13D).
|
SCHEDULE 13D | ||
|
|
|
CUSIP No.: 874696107 |
|
Page 4 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
JASMINE VENTURES PTE. LTD. |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Singapore |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
124,307,584 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
124,307,584 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
124,307,584 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.42% (1) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
(1)
|
Calculations of the percentage of Class A Shares beneficially owned are calculated in accordance with Rule 13d-3 and assumes that there are 279,852,537 Class A Shares outstanding, which takes into account the
number of TE Units that may be deemed to be beneficially owned by the Reporting Persons, which are exchangeable together with Class B Shares for a corresponding number of Class A Shares, pursuant to the TGE LP Agreement (defined in Item 6
of the Original 13D).
|
SCHEDULE 13D | ||
|
|
|
CUSIP No.: 874696107 |
|
Page 5 of 7 Pages
|
Item 1. |
Security and Issuer.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer.
|
SCHEDULE 13D | ||
|
|
|
CUSIP No.: 874696107 |
|
Page 6 of 7 Pages
|
Item 7. |
Materials to be Filed as Exhibits
|
Exhibit
|
|
Number
|
Description
|
13
|
Standstill Agreement, dated September 25, 2019, by and between the Conflicts Committee of the Board of Directors of Tallgrass Energy GP, LLC and Blackstone Infrastructure Advisors L.L.C (incorporated by reference to Exhibit 14 to
Amendment No. 5 to the Schedule 13D filed by Blackstone Holdings III L.P. on September 26, 2019)
|
SCHEDULE 13D | ||
|
|
|
CUSIP No.: 874696107 |
|
Page 7 of 7 Pages
|
GIC PRIVATE LIMITED | |||
|
By:
|
/s/ Celine Loh | |
Name: Celine Loh | |||
Title: Senior Vice President | |||
|
By:
|
/s/ Toh Tze Meng | |
Name: Toh Tze Meng | |||
Title: Senior Vice President | |||
GIC SPECIAL INVESTMENTS PTE. LTD. | |||
|
By:
|
/s/ Deanna Ong | |
Name: Deanna Ong | |||
Title: Director | |||
JASMINE VENTURES PTE. LTD. | |||
|
By:
|
/s/ Ashok Samuel | |
Name: Ashok Samuel | |||
Title: Senior Vice President | |||