|
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 §§240.13d1(e), 240.13d1(f) or 240.13d1(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 13d7 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 | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
CUSIP No. 874696 107 | |||||
| |||||
|
1 |
Names of Reporting Persons | |||
| |||||
|
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) | |||
| |||||
|
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 | |||
| |||||
Number of |
7 |
Sole Voting Power | |||
| |||||
8 |
Shared Voting Power | ||||
| |||||
9 |
Sole Dispositive Power | ||||
| |||||
10 |
Shared Dispositive Power | ||||
| |||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
| |||||
|
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 | |||
| |||||
|
14 |
Type of Reporting Person (See Instructions) | |||
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. |
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 | |
|
|
|
|
|
* |
|
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 | |
|
|
|
|
|
* |
|
|
|
|
|
|
|
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.
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]
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 |
|
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 |
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 |
|