0001104659-19-014591.txt : 20190313 0001104659-19-014591.hdr.sgml : 20190313 20190313165024 ACCESSION NUMBER: 0001104659-19-014591 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190313 DATE AS OF CHANGE: 20190313 GROUP MEMBERS: ANNA LYNN ALEXANDER GROUP MEMBERS: CHRISTOPHER L. COLLINS GROUP MEMBERS: CHURCH M. MOORE GROUP MEMBERS: DAVID I. WAHRHAFTIG GROUP MEMBERS: FRANK J. LOVERRO GROUP MEMBERS: FRANK K. BYNUM, JR. GROUP MEMBERS: FRANK T. NICKELL GROUP MEMBERS: GEORGE E. MATELICH GROUP MEMBERS: HENRY MANNIX, III GROUP MEMBERS: HOWARD A. MATLIN GROUP MEMBERS: JAMES J. CONNORS, II GROUP MEMBERS: JOHN K. KIM GROUP MEMBERS: KEP VI AIV (RUBICON), LLC GROUP MEMBERS: KIA VIII (RUBICON) GP, L.P. GROUP MEMBERS: KIA VIII (RUBICON), L.P. GROUP MEMBERS: MATTHEW S. EDGERTON GROUP MEMBERS: MICHAEL B. GOLDBERG GROUP MEMBERS: PHILIP E. BERNEY GROUP MEMBERS: STANLEY DE J. OSBORNE GROUP MEMBERS: STEPHEN C. DUTTON GROUP MEMBERS: THOMAS R. WALL, IV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tallgrass Energy, LP CENTRAL INDEX KEY: 0001633651 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88849 FILM NUMBER: 19678758 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 FORMER COMPANY: FORMER CONFORMED NAME: Tallgrass Energy GP, LP DATE OF NAME CHANGE: 20150211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kelso GP VIII, LLC CENTRAL INDEX KEY: 0001421180 IRS NUMBER: 640961879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 a19-6344_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13D

 

(Rule 13d-101)

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)

 

 

Tallgrass Energy, LP

(Name of Issuer)

 

Class A shares

(Title of Class of Securities)

 

874696 107

(CUSIP Number)

 

James J. Connors, II

c/o Kelso & Company

320 Park Avenue, 24th Floor

New York, New York 10022

Telephone: (212) 751-3939

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

 

March 13, 2019

(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 §§240.13d–1(e), 240.13d–1(f) or 240.13d–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.

* 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 disclosures provided in a prior cover page.

The information required on 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).

 

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Kelso GP VIII, LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
OO

 

2

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
KIA VIII (Rubicon) GP, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

3

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
KIA VIII (Rubicon), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
PN

 

4

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
KEP VI AIV (Rubicon), LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 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
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
OO

 

5

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Frank T. Nickell

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

6

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Thomas R. Wall, IV

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

7

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
George E. Matelich

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

8

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Michael B. Goldberg

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

9

 

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
David I. Wahrhaftig

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

10

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Frank K. Bynum, Jr.

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

11

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Philip E. Berney

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

12

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Frank J. Loverro

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

13

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
James J. Connors, II

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

14

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Church M. Moore

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

15

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Stanley de J. Osborne

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

16

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Christopher L. Collins

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

17

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Anna Lynn Alexander

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

18

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Howard A. Matlin

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

19

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
John K. Kim

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

20

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Henry Mannix, III

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

21

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Matthew S. Edgerton

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

22

 

CUSIP No. 874696 107

 

 

1

Names of Reporting Persons
Stephen C. Dutton

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

7

Sole Voting Power
0 Class A shares

 

8

Shared Voting Power
0 Class A shares

 

9

Sole Dispositive Power
0 Class A shares

 

10

Shared Dispositive Power
0 Class A shares

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
0 Class A shares

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row 11
0.0%

 

 

14

Type of Reporting Person (See Instructions)
IN

 

23

 

Amendment No. 5 to Schedule 13D

 

This Amendment No. 5 amends and supplements the Schedule 13D, dated May 22, 2015, as amended and supplemented to date.

 

Item 4. Purpose of Transaction.

 

Item 4 is hereby amended and supplemented by adding the following after the last paragraph:

 

On March 11, 2019, the previously announced transactions contemplated by the Purchase Agreement were completed (the “Closing”).

 

Immediately prior to the Closing, the parties to the Purchase Agreement entered into a side letter (the “Purchase Agreement Side Letter”) pursuant to which the parties agreed, among other things, that (i) Tallgrass KC, LLC would sell 27,934,938 Units of limited liability company interest in Tallgrass Equity, LLC and a corresponding number of Class B shares representing limited partnership interests of the Issuer (the “Exchange Units”) to Up-C Acquirors, (ii) David G. Dehaemers, Jr. Revocable Trust and William R. Moler Revocable Trust would no longer sell to Class A Acquiror the Class A shares representing limited partnership interests of the Issuer owned by them prior to the Closing, and (iii) as a result of the decreased number of Subject Interests being sold, the aggregate purchase price to be paid by the Acquirors for the Subject Interests was $3,213,161,149.

 

The foregoing description of the Purchase Agreement Side Letter is qualified in its entirety by reference to the full text of the Purchase Agreement Side Letter, a copy of which is attached to this Amendment No. 5 as Exhibit 99.11, and is incorporated by reference herein.

 

The Exchange Units purchased by the Up-C Acquirors from KIA VIII (Rubicon), L.P. (“KIA VIII”) and KEP VI AIV (Rubicon), LLC (“KEP VI AIV”) constituted all of the Exchange Units owned by each of KIA VIII and KEP VI AIV immediately prior to the Closing. Following the Closing, the Reporting Persons no longer own any Exchange Units.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 is hereby amended and restated in its entirety as follows:

 

(a) None of the Reporting Persons beneficially own any Class A shares or Class B shares and, therefore, the Reporting Persons collectively beneficially own 0.00% of the issued and outstanding Class A shares.

 

(b) The information set forth in Items 7 through 11 of the cover pages hereto and the information set forth in Item 2 hereof are incorporated herein by reference.

 

(c) The information set forth in Item 4 hereof is incorporated herein by reference. Except as otherwise set forth in this Schedule 13D, as amended, none of the Reporting Persons has effected any transactions in Class A shares or Exchange Units in the past 60 days.

 

(d) Not applicable.

 

(e) As a result of the Closing, the Reporting Persons ceased to beneficially own any Class A shares and, accordingly, this Amendment No. 5 constitutes an exit filing for the Reporting Persons.

 

Item 7. Material to be Filed as Exhibits.

 

Item 7 is hereby amended and supplemented by adding the following exhibit in numerical order:

 

Exhibit 99.11

Letter Agreement, dated March 11, 2019, by and among Tallgrass Energy Holdings, LLC, Tallgrass Holdings, LLC, KIA VIII (Rubicon), L.P., KEP VI AIV (Rubicon), LLC, Tallgrass KC, LLC, David G. Dehaemers, Jr. Revocable Trust, Prairie GP Acquiror LLC, Prairie ECI Acquiror LP, Prairie VCOC Acquiror LP, Prairie Non-ECI Acquiror LP, and David G. Dehaemers, Jr., John T. Raymond and Frank J. Loverro, as Seller Representatives, and acknowledged by William R. Moler Revocable Trust.

 

24

 

[Signatures Follow]

 

25

 

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: March 13, 2019

 

 

 

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

 

 

 

 

 

*

 

26

 

 

Michael B. Goldberg

 

 

 

 

 

*

 

 

 

 

 

 

 

David I. Wahrhaftig

 

 

 

 

 

*

 

 

 

 

 

 

 

Frank K. Bynum, Jr.

 

 

 

 

 

*

 

 

 

 

 

 

 

Philip E. Berney

 

 

 

 

 

*

 

 

 

 

 

 

 

Frank J. Loverro

 

 

 

 

 

*

 

 

 

 

 

 

 

James J. Connors, II

 

 

 

 

 

*

 

27

 

 

Church M. Moore

 

 

 

 

 

*

 

 

 

 

 

 

 

Stanley de J. Osborne

 

 

 

 

 

*

 

 

 

 

 

 

 

Christopher L. Collins

 

 

 

 

 

*

 

 

 

 

 

 

 

A. Lynn Alexander

 

 

 

 

 

*

 

 

 

 

 

 

 

Howard A. Matlin

 

 

 

 

 

*

 

 

 

 

 

 

 

John K. Kim

 

 

 

 

 

*

 

 

 

 

 

 

 

Henry Mannix, III

 

 

 

 

 

*

 

28

 

 

Matthew S. Edgerton

 

 

 

 

 

*

 

 

 

 

 

 

 

Stephen C. Dutton

 

 

 

 

 

*

 

 

*By:

/s/ Rosanna Leone

 

 

 

Rosanna Leone

 

 

Attorney-in-Fact**

 

 

** The Powers of Attorney filed with the Securities and Exchange Commission with the Forms 3, dated May 11, 2015, in respect of the securities of Tallgrass Energy GP, LP by 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 and Henry Mannix, III and the Powers of Attorney filed with the Securities and Exchange Commission with the Forms 3, dated March 21, 2016, in respect of the securities of Tallgrass Energy GP, LP by Matthew S. Edgerton and Stephen C. Dutton are hereby incorporated by reference.

 

29

 EX-99.11 2 a19-6344_1ex99d11.htm EX-99.11

Exhibit 99.11

 

March 11, 2019

 

Blackstone Infrastructure Advisors L.L.C.

345 Park Avenue

New York, NY 10154

Attention: John G. Finley

Email: john.finley@blackstone.com

 

Ladies and Gentlemen:

 

Reference is made to that certain Purchase Agreement (“Purchase Agreement”), dated as of January 30, 2019, by and among Tallgrass Energy Holdings, LLC, a Delaware limited liability company (“Holdings”), the other sellers named therein (together with Holdings, each a “Seller” and collectively, the “Sellers”), Prairie GP Acquiror LLC, a Delaware limited liability company (“GP Acquiror”), Prairie ECI Acquiror LP, a Delaware limited partnership (“Up-C Acquiror 1”), Prairie VCOC Acquiror LP, a Delaware limited partnership (“Up-C Acquiror 2” and, together with Up-C Acquiror 1, “Up-C Acquirors”), and Prairie Non-ECI Acquiror LP, a Delaware limited partnership (“Class A Acquiror” and, together with GP Acquiror and Up-C Acquirors, each an “Acquiror” and collectively, the “Acquirors”), and David G. Dehaemers, Jr., John T. Raymond and Frank J. Loverro, in their respective capacities as Seller Representatives (each, a “Seller Representative” and collectively, the “Seller Representatives”). Each capitalized term used herein but not defined shall have the meaning ascribed to such term in the Purchase Agreement.

 

The purpose of this letter agreement (this “Side Letter”) is to confirm the understanding of the Sellers and the Acquirors with respect to certain matters related to the Purchase Agreement. Accordingly, in consideration of the mutual agreements contained herein, the parties hereby agree as follows:

 

1.                                      Moler Trust. The William R. Moler Revocable Trust, under trust agreement dated August 27, 2013 (“Moler Trust”) will not sell any of its Class A Shares under the Purchase Agreement and is no longer a Party to, or bound by the terms and obligations of, the Purchase Agreement for any purpose. Accordingly, all references to the “Moler Trust” in the Purchase Agreement (including the exhibits thereto) are hereby omitted.

 

2.                                      DGD Class A Shares. The David G. Dehaemers, Jr. Revocable Trust, a revocable trust under trust agreement dated April 26, 2006 (“DGD Trust”), will not sell any of its Class A Shares under the Purchase Agreement and all references to the “DGD Class A Shares” in the Purchase Agreement are hereby omitted. DGD Trust shall remain a Seller under the Purchase Agreement with respect to its Up-C Interests as set forth on Schedule 2.1 hereto.

 

3.                                      Seller Notes. Promissory Notes will not be issued by Class A Acquiror, Up-C Acquiror 1 or Blackstone Infrastructure Partners V L.P. to certain of the Sellers at Closing, or otherwise in connection with the Purchase Agreement. Accordingly, all references to “Seller Notes” and “Exhibit D” in the Purchase Agreement are hereby omitted.

 

 

4.                                      Purchase Price and Other Schedules.

 

a.              Schedule 2.1 to the Purchase Agreement is hereby replaced in its entirety with the new Schedule 2.1 attached hereto;

 

b.              The reference in the fifth recital to the Purchase Agreement to “26,339,528” TE Units, shall be changed to “21,751,018”;

 

c.               The reference in Section 2.1 of the Purchase Agreement to an aggregate Purchase Price of “$3,272,860,010”, shall be changed to “$3,213,161,149”;

 

d.              Schedule A-1 to the Purchase Agreement is hereby replaced in its entirety with the new Schedule A-1 attached hereto; and

 

e.               Schedule 6.12(b) to the Purchase Agreement is hereby replaced in its entirety with the new Schedule 6.12(b) attached hereto.

 

5.                                      Wires. Notwithstanding anything to the contrary in the Purchase Agreement, each Seller acknowledges and agrees that the payments at the Closing made pursuant to the funds flow attached hereto as Exhibit E satisfy the Acquirors’ payment obligations under Section 2.1 of the Purchase Agreement.

 

6.                                      Effect of Side Letter.  Except as otherwise expressly provided herein, all of the respective terms and conditions of the Purchase Agreement remain unchanged and continue in full force and effect.  In the case of any conflict between this Side Letter and the Purchase Agreement, the terms of this Side Letter will govern. This Side Letter shall be deemed to be in full force and effect from and after the execution of this Side Letter by the parties.

 

7.                                      Governing Law.  This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

 

8.                                      Counterparts.  This Side Letter may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

 

[Signature Pages Follow]

 

2

 

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters above, please indicate your acceptance and approval below.

 

 

Very truly yours,

 

 

 

 

 

TALLGRASS ENERGY HOLDINGS, LLC

 

 

 

 

 

 

 

By:

/s/ David G. Dehaemers, Jr.

 

Name:

David G. Dehaemers, Jr.

 

Title:

Chief Executive Officer and President

 

 

 

 

 

 

 

TALLGRASS KC, LLC

 

 

 

 

 

By:

/s/ David G. Dehaemers, Jr.

 

Name:

David G. Dehaemers, Jr.

 

Title:

Manager

 

 

 

 

 

 

 

/s/ David G. Dehaemers, Jr.

 

DAVID G. DEHAEMERS, JR., TRUSTEE OF THE DAVID G. DEHAEMERS, JR. REVOCABLE TRUST, UNDER TRUST AGREEMENT DATED APRIL 26, 2006

 

 

 

 

 

 

 

TALLGRASS HOLDINGS, LLC

 

 

 

By:

EMG Fund II Management, LP,

 

 

its manager

 

 

 

 

By:

EMG Fund II Management, LLC,

 

 

its general partner

 

 

 

 

 

 

 

By:

/s/ John T. Raymond

 

Name:

John T. Raymond

 

Title:

Chief Executive Officer

 

 

 

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/ James J. Connors, II

 

Name:

James J. Connors, II

 

Title:

Managing Member

 

 

 

 

 

KEP VI AIV (RUBICON), LLC

 

 

 

 

 

By:

/s/ James J. Connors, II

 

Name:

James J. Connors, II

 

Title:

Managing Member

 

2

 

 

HOBBS VENTURES LLC

 

 

 

 

 

 

 

By:

/s/ Charles Scott Hobbs

 

Name:

Charles Scott Hobbs

 

Title:

Manager

 

 

 

 

 

 

 

HOBBS FAMILY FOUNDATION

 

 

 

 

 

By:

/s/ Charles Scott Hobbs

 

Name:

Charles Scott Hobbs

 

Title:

President

 

 

 

 

 

WYLIE VENTURES, LLC

 

 

 

 

 

 

By:

/s/ Forrest Wylie

 

Name:

Forrest Wylie

 

Title:

President

 

 

 

 

 

 

 

/s/ Cathy Harry Grills

 

CATHY HARRY GRILLS

 

 

 

 

 

MATAGATOR FOUNDATION

 

 

 

 

 

 

 

By:

/s/ Forrest Wylie

 

Name:

Forrest Wylie

 

Title:

Trustee

 

3

 

Acknowledged and agreed:

 

 

 

ACQUIRORS:

 

 

 

PRAIRIE GP ACQUIROR LLC

 

By: Prairie Non-ECI Acquiror LP, its sole member

 

By: BIP Holdings Manager L.L.C., its general partner

 

 

 

 

 

 

By:

/s/ Sean Klimzack

 

Name:

Sean Klimczak

 

Title:

Senior Managing Director

 

 

 

 

 

 

 

PRAIRIE ECI ACQUIROR LP

 

By:

BIP Holdings Manager L.L.C., its general partner

 

 

 

 

 

 

 

By:

/s/ Sean Klimzack

 

Name:

Sean Klimczak

 

Title:

Senior Managing Director

 

 

 

 

 

 

 

PRAIRIE VCOC ACQUIROR LP

 

By: BIP Holdings Manager L.L.C., its general partner

 

 

 

 

 

 

 

By:

/s/ Sean Klimzack

 

Name:

Sean Klimczak

 

Title:

Senior Managing Director

 

 

 

 

 

 

 

PRAIRIE NON-ECI ACQUIROR LP

 

By:  BIP Holdings Manager L.L.C., its general partner

 

 

 

 

By:

/s/ Sean Klimzack

 

Name:

Sean Klimczak

 

Title:

Senior Managing Director

 

 

4

 

Acknowledged and agreed:

 

 

 

 

 

/s/ William R. Moler

 

WILLIAM R. MOLER, TRUSTEE OF THE WILLIAM R. MOLER REVOCABLE TRUST UNDER TRUST AGREEMENT DATED AUGUST 27, 2013

 

 

5