SC 13D/A

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

with

Sole Voting Power

0

Shared Voting Power

98,353,838

Sole Dispositive Power

0

Shared Dispositive Power

98,353,838

0001193125-19-255287.txt : 20190926 0001193125-19-255287.hdr.sgml : 20190926 20190926084804 ACCESSION NUMBER: 0001193125-19-255287 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190926 DATE AS OF CHANGE: 20190926 GROUP MEMBERS: BIA GP L.L.C. GROUP MEMBERS: BIA GP L.P. GROUP MEMBERS: BIP HOLDINGS MANAGER L.L.C. GROUP MEMBERS: BLACKSTONE GROUP INC. GROUP MEMBERS: BLACKSTONE GROUP MANAGEMENT L.L.C. GROUP MEMBERS: BLACKSTONE HOLDINGS III GP L.P. GROUP MEMBERS: BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. GROUP MEMBERS: BLACKSTONE INFRASTRUCTURE ASSOCIATES L.P. GROUP MEMBERS: PRAIRIE ECI ACQUIROR LP GROUP MEMBERS: PRAIRIE NON-ECI ACQUIROR LP GROUP MEMBERS: PRAIRIE SECONDARY ACQUIROR E LP GROUP MEMBERS: PRAIRIE SECONDARY ACQUIROR LP GROUP MEMBERS: PRAIRIE VCOC ACQUIROR LP GROUP MEMBERS: STEPHEN A. SCHWARZMAN 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: 191115641 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: Blackstone Holdings III L.P. CENTRAL INDEX KEY: 0001404073 IRS NUMBER: 260288853 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 SC 13D/A 1 d807346dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Tallgrass Energy, LP

(Name of Issuer)

Class A Shares Representing Limited Partner Interests

(Title of Class of Securities)

874696107

(CUSIP Number)

John G. Finley

The Blackstone Group Inc.

345 Park Avenue

New York, NY 10154

Tel: (212) 583-5000

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

September 25, 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).


1		Name of Reporting Person Prairie ECI Acquiror LP
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Prairie Non-ECI Acquiror LP
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Prairie VCOC Acquiror LP
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Prairie Secondary Acquiror LP
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Prairie Secondary Acquiror E LP
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person BIP Holdings Manager L.L.C.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Blackstone Infrastructure Associates L.P.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person BIA GP L.P.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person BIA GP L.L.C.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Blackstone Holdings III L.P.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Quebec, Canada


1		Name of Reporting Person Blackstone Holdings III GP L.P.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Blackstone Holdings III GP Management L.L.C.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person The Blackstone Group Inc.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Blackstone Group Management L.L.C.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Stephen A. Schwarzman
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization United States of America

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) relates to the Class A Shares Representing Limited Partner Interests (the “Class A Shares”) of Tallgrass Energy, LP, a Delaware limited partnership (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on March 11, 2019, as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on March 25, 2019, Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on May 13, 2019, Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on August 1, 2019 and Amendment No. 4 to Schedule 13D filed by the Reporting Persons with the SEC on August 28, 2019 (collectively, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 6:

Standstill Agreement

In connection with the Proposal submitted by Blackstone Infrastructure Advisors L.L.C., an affiliate of the Reporting Persons, on behalf of the Sponsors, to the Conflicts Committee on August 27, 2019, Blackstone Infrastructure Advisors L.L.C. (together with its controlled affiliates (including, for the avoidance of doubt, Class A Acquiror, the Up-C Acquirors and the Prairie Secondary Acquirors), but expressly excluding the Issuer, the general partner of the Issuer and their respective subsidiaries and controlled affiliates, the “BIA Sponsor”) entered into a standstill agreement with the Conflicts Committee on September 25, 2019 (the “Standstill Agreement”), pursuant to which the BIA Sponsor agreed that it will not, directly or indirectly, without the prior written consent of the Conflicts Committee, in any manner after the effective date of the Standstill Agreement (“Effective Date”) through the date of termination, as described below, (i) acquire, agree to acquire or make any proposal or offer to acquire (except as contemplated by the Proposal), any additional securities or property of or interests in the Issuer or any of its subsidiaries, or any rights or options to acquire any such securities, property or interests; (ii) enter into, or make any proposal or offer with respect to (except as contemplated by the Proposal), any merger, consolidation, business combination, reorganization or similar transaction involving the Issuer or any of its subsidiaries; (iii) amend or propose to amend the organizational documents of the Issuer, the general partner of the Issuer or of any subsidiary of the Issuer; (iv) make, or in any way participate in, any solicitation of proxies, to vote or consent, or enter into or seek to enter into, any agreement, arrangement or understanding with, or seek to advise or influence another person with respect to the voting of, or granting of a consent with respect to, any securities of or interests in the Issuer or any of its subsidiaries; (v) cause the general partner of the Issuer or the Issuer or any of its subsidiaries to issue any additional securities or interests (other than the issuance of securities issued on account of awards outstanding under employee benefit plans existing as of the date of the Standstill Agreement) or to take or propose to take, directly or indirectly, any action described in clauses (i), (ii), (iii) or (iv); (vi) vote in favor of, or give consent with respect to any security of or interest in the Issuer or any of its subsidiaries in favor of, any transaction, proposal, offer or amendment described in clauses (i), (ii) or (iii) if such transaction, proposal, offer or amendment was not approved and recommended to security holders or interest holders by the Conflicts Committee; (vii) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any securities of or interests in the Issuer (except to the extent that no member of such “group” beneficially owns any securities of or interests in the Issuer that are not already beneficially owned by the BIA Sponsor as of the Effective Date); (viii) provide, or act as agent for the purpose of obtaining, debt or equity financing for any transaction, other than the transaction contemplated by the Proposal (the “Proposed Transaction”), that would violate or contribute to a violation of the Standstill Agreement; (ix) disclose any intention, plan or arrangement inconsistent with the foregoing; (x) disclose to any person, other than any Representative (as defined below), any undisclosed terms or conditions of the Proposed Transaction; (xi) propose, agree to, promote, solicit or publicly announce its willingness to undertake or support any of the foregoing, or advise, assist or encourage any other person in connection with any of the foregoing; or (xii) propose or agree to eliminate the Conflicts Committee, revoke or diminish its authority, or remove or cause the removal of any director that is a member of the Conflicts Committee.

Notwithstanding the above, the foregoing does not restrict the ability of the BIA Sponsor, any of its affiliates or any of their respective directors, officers, employees, agents, equityholders and advisors (including financial advisors, attorneys, accountants and other consultants and potential financing sources) (each, a “Representative”) from (A) privately making any proposal with respect to and privately negotiating the terms of the Proposed Transaction or any alternative thereto with the Conflicts Committee, (B) privately disclosing or discussing any information regarding the Proposed Transaction or any alternative thereto being negotiated with the Conflicts Committee to any Representative of the BIA Sponsor or any of its affiliates, or negotiating or entering into any agreements or arrangements with any such person with respect to the Proposed Transaction or any alternative thereto being discussed with the Conflicts Committee or (C) disclosing any information that the BIA Sponsor determines, based upon the advice of outside counsel, is required by applicable law, rules, regulations or other applicable legal process or requested by a governmental authority; provided, further, that clauses (iv) and (vii) above do not limit or otherwise restrict any action taken by the BIA Sponsor at any time after the Effective Date to vote or give consent with respect to securities of or interests in the Issuer held by the BIA Sponsor of record on the Effective Date in a manner which does not otherwise violate the Standstill Agreement.

These prohibitions will terminate on the earliest of (VV) 120 days from the Effective Date; (WW) the entry into a definitive agreement related to the Proposed Transaction that the Conflicts Committee has approved and which contains provisions similar to the prohibitions contained in Section 1 of the Standstill Agreement that are effective until the conclusion of the vote of the limited partners of the Issuer on the Proposed Transaction; (XX) the date on which the Conflicts Committee determines, in its sole discretion, to discontinue discussions with respect to the Proposed Transaction and the Conflicts Committee makes a public announcement with respect thereto; (YY) the date on which the BIA Sponsor determines, in its sole discretion, to discontinue discussions with respect to the Proposed Transaction and the BIA Sponsor makes a public announcement with respect thereto; provided, that such date will not be prior to 60 days from the Effective Date; or (ZZ) the date on which the Conflicts Committee and the BIA Sponsor publicly announce their mutual agreement to discontinue discussions with respect to the Proposed Transaction.

The foregoing description of the Standstill Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, which is attached as an exhibit to this Schedule 13D and is incorporated herein by reference.

Item 7.

Material to Be Filed as Exhibits.

Item 7 is hereby amended by adding the following:


Exhibit		Description

14		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.

SIGNATURES

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: September 26, 2019


PRAIRIE ECI ACQUIROR LP
By:		BIP Holdings Manager L.L.C., its general partner

By:		/s/ Sean Klimczak
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 Klimczak
Name: Sean Klimczak
Title: Senior Managing Director

PRAIRIE VCOC ACQUIROR LP
By:		BIP Holdings Manager L.L.C., its general partner

By:		/s/ Sean Klimczak
Name: Sean Klimczak
Title: Senior Managing Director

PRAIRIE SECONDARY ACQUIROR LP
By:		BIP Holdings Manager L.L.C., its general partner

By:		/s/ Sean Klimczak
Name: Sean Klimczak
Title: Senior Managing Director

PRAIRIE SECONDARY ACQUIROR E LP
By:		BIP Holdings Manager L.L.C., its general partner

By:		/s/ Sean Klimczak
Name: Sean Klimczak
Title: Senior Managing Director

[Tallgrass Energy, LP – Schedule 13D/A]


BIP HOLDINGS MANAGER L.L.C.

By:		/s/ Sean Klimczak
Name: Sean Klimczak
Title: Senior Managing Director

BLACKSTONE INFRASTRUCTURE ASSOCIATES L.P.
By:		BIA GP L.P., its general partner
By:		BIA GP L.L.C., its general partner

By:		/s/ Sean Klimczak
Name: Sean Klimczak
Title: Senior Managing Director

BIA GP L.P.
By:		BIA GP L.L.C., its general partner

By:		/s/ Sean Klimczak
Name: Sean Klimczak
Title: Senior Managing Director

BIA GP L.L.C.

By:		/s/ Sean Klimczak
Name: Sean Klimczak
Title: Senior Managing Director

BLACKSTONE HOLDINGS III L.P.
By:		Blackstone Holdings III GP L.P., its general partner
By:		Blackstone Holdings III GP Management L.L.C., its general partner

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

[Tallgrass Energy, LP – Schedule 13D/A]


BLACKSTONE HOLDINGS III GP L.P.
By:		Blackstone Holdings III GP Management L.L.C., its general partner

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

THE BLACKSTONE GROUP INC.

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ John G. Finley
Name: John G. Finley
Title: Chief Legal Officer

STEPHEN A. SCHWARZMAN

By:		/s/ Stephen A. Schwarzman
By:		Stephen A. Schwarzman

[Tallgrass Energy, LP – Schedule 13D/A]

EX-14 2 d807346dex14.htm EX-14 EX-14

Exhibit 14

Execution Version

September 25, 2019

Blackstone Infrastructure Advisors L.L.C.

345 Park Avenue

New York, NY 10154

Re:	Standstill Agreement in Connection with the Proposal by Blackstone Infrastructure Partners to Acquire All Outstanding Publicly-Held Class A Shares of Tallgrass Energy, LP

Ladies and Gentlemen:

In connection with the proposal by Blackstone Infrastructure Advisors L.L.C. (“Blackstone”), on behalf of Blackstone Infrastructure Partners, its partners and affiliates, as set forth in the letter from the Sponsor dated August 27, 2019 (the “Proposal Letter”), to acquire for cash all of the outstanding Class A Shares (the “Class A Shares”) of Tallgrass Energy, LP (the “Partnership”) not already owned by the Sponsor (the “Proposed Transaction”), the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of Tallgrass Energy GP, LLC (the “General Partner”), in its capacity as general partner of the Partnership, has requested that the Sponsor enter into a standstill agreement, and the Sponsor has accordingly agreed to enter into this letter agreement, effective as of August 27, 2019 (the “Effective Date”). Blackstone, together with its controlled affiliates (including, for the avoidance of doubt, Prairie Non-ECI Acquiror LP, Prairie ECI Acquiror LP, Prairie VCOC Acquiror LP, Prairie Secondary Acquiror L.P. and Prairie Secondary Acquiror E L.P.), but expressly excluding the General Partner, the Partnership and their respective subsidiaries and controlled affiliates is referred to herein as the “Sponsor.”

1. Standstill Agreement. The Sponsor agrees that it shall not, and since the Effective Date has not, directly or indirectly, without the prior written consent of the Conflicts Committee, in any manner:

(a) acquire, agree to acquire or make any proposal or offer to acquire (except as contemplated by the Proposal Letter), any additional securities or property of or interests in the Partnership or any of its subsidiaries, or any rights or options to acquire any such securities, property or interests;

(b) enter into, or make any proposal or offer with respect to (except as contemplated by the Proposal Letter), any merger, consolidation, business combination, reorganization or similar transaction involving the Partnership or any of its subsidiaries;

(c) amend or propose to amend the certificate of formation or the Second Amended and Restated Agreement of Limited Partnership of the Partnership, the certificate of formation or the Third Amended and Restated Limited Liability Company Agreement of the General Partner, or the organizational documents of any subsidiary of the Partnership;

(d) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are used in Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) to vote or consent, or enter into or seek to enter into any agreement, arrangement or understanding with, or seek to advise or influence, another person with respect to the voting of, or granting of a consent with respect to, any securities of or interests in the Partnership or any of its subsidiaries;

(e) cause the General Partner or the Partnership or any of its subsidiaries to issue any additional securities or interests (other than the issuance of securities issued on account of awards outstanding under employee benefit plans existing as of the Effective Date) or to take or propose to take, directly or indirectly, any action described in clauses (a), (b), (c), or (d) above;

(f) vote in favor of, or give consent with respect to any security of or interest in the Partnership or any of its subsidiaries in favor of, any transaction, proposal, offer or amendment described in clauses (a), (b) or (c) above if such transaction, proposal, offer or amendment was not approved and recommended to security holders or interest holders by the Conflicts Committee;

(g) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any securities of or interests in the Partnership (except to the extent that no member of such “group” beneficially owns any securities of or interests in the Partnership that are not already beneficially owned by the Sponsor as of the Effective Date);

(h) provide, or act as agent for the purpose of obtaining, debt or equity financing for any transaction, other than the Proposed Transaction, that would violate or contribute to a violation of this Agreement;

(i) disclose any intention, plan or arrangement inconsistent with the foregoing;

(j) disclose to any person, other than any Representative (as defined below), any undisclosed terms or conditions of the Proposed Transaction;

(k) propose, agree to, promote, solicit or publicly announce its willingness to undertake or support any of the foregoing, or advise, assist or encourage any other person in connection with any of the foregoing; or

(l) propose or agree to eliminate the Conflicts Committee, revoke or diminish its authority, or remove or cause the removal of any director that is a member of the Conflicts Committee;

provided, that, nothing in this Section 1 shall restrict the ability of Sponsor, any of its affiliates, or any of their respective directors, officers, employees, agents, equityholders and advisors (including financial advisors, attorneys, accountants and other consultants, and potential financing sources) (collectively, “Representatives”) from (i) privately making any proposal with respect to and privately negotiating the terms of the Proposed Transaction or any alternative thereto with the Conflicts Committee, (ii) privately disclosing or discussing any information regarding the Proposed Transaction or any alternative thereto being negotiated with the Conflicts Committee to any Representative of Sponsor or any of its affiliates, or negotiating or entering into any agreements or arrangements with any such person with respect to the Proposed Transaction or any

-2-

alternative thereto being discussed with the Conflicts Committee, or (iii) disclosing any information that Sponsor determines, based upon the advice of outside counsel, is required by applicable law, rules, regulations or other applicable legal process or requested by a governmental authority; provided, further, that clauses (d) and (g) above shall not limit or otherwise restrict any action taken by the Sponsor at any time after the Effective Date to vote or give consent with respect to securities of or interests in the Partnership held by the Sponsor of record on the Effective Date in a manner which does not otherwise violate this letter agreement. The prohibitions contained in this Section 1 shall terminate on the earliest of (A) 120 days from the Effective Date; (B) the entry into a definitive agreement related to the Proposed Transaction that the Conflicts Committee shall have approved and which contains provisions similar to the prohibitions contained in Section 1 that are effective until the conclusion of the vote of the limited partners of the Partnership on the Proposed Transaction; (C) the date on which the Conflicts Committee determines, in its sole discretion, to discontinue discussions with respect to the Proposed Transaction and the Conflicts Committee makes a public announcement with respect thereto; (D) the date on which the Sponsor determines, in its sole discretion, to discontinue discussions with respect to the Proposed Transaction and the Sponsor makes a public announcement with respect thereto; provided that such date shall not be prior to 60 days from the Effective Date; or (E) the date on which the Conflicts Committee and the Sponsor publicly announce their mutual agreement to discontinue discussions with respect to the Proposed Transaction. The term “person” as used in this letter agreement shall be broadly interpreted to include any governmental representative, authority or tribunal, and any corporation, partnership, limited liability company, group, individual or other entity.

2. Third Party Beneficiaries. This letter agreement is for the benefit of the Conflicts Committee and the Partnership, which is a third party beneficiary of this letter agreement. The Sponsor agrees that the Conflicts Committee may enforce this letter agreement not only for itself, but also for the benefit of the Partnership.

3. Consequences of Breach. The Sponsor understands and agrees that money damages would be an inadequate remedy for any actual or threatened breach of this letter agreement by the Sponsor, and, without prejudice to any other rights and remedies otherwise available to the Conflicts Committee or the Partnership, the Sponsor agrees, in the event of an actual or threatened breach, that the Conflicts Committee may seek equitable relief, including injunctive relief and specific performance. Such remedies shall not be deemed to be the exclusive remedies for a breach by the Sponsor of this letter agreement, but shall be in addition to all other remedies available at law or in equity. The Sponsor further acknowledges and agrees that no failure or delay by the Conflicts Committee in exercising any right, power or privilege hereunder shall operate as a waiver thereof or the exercise of any other right, power or privilege hereunder.

4. Entire Agreement. This letter agreement constitutes the entire agreement and supersedes all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof.

5. GOVERNING LAW AND VENUE. THIS LETTER AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF

-3-

TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER JURISDICTION. Any action, suit or proceeding between the parties hereto may be brought only in, and the parties hereby irrevocably submit to the personal jurisdiction of, the Court of Chancery of the State of Delaware or, if such Court of Chancery shall lack subject matter jurisdiction, the Federal courts of the United States of America located in the State of Delaware, solely in respect of the interpretation and enforcement of the provisions of (and any claim or cause of action arising under or relating to) this letter agreement, and in respect of the transactions contemplated by this letter agreement, and hereby waive, and agree not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this letter agreement may not be enforced in or by such courts, and the parties irrevocably agree that all claims relating to such action, proceeding or transactions shall be heard and determined in such courts.

6. WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS LETTER AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS LETTER AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (d) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.

7. Assignment; Successors. Neither this letter agreement, nor the rights, benefits or obligations hereunder, shall be assignable by operation of law or otherwise. Subject to the preceding sentence, this letter agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties. Any purported assignment in violation of this letter agreement shall be null and void.

8. Severability. The provisions of this letter agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this letter agreement, or the application of such provision to any person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this letter agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application of such provision, in any other jurisdiction.

-4-

9. Counterparts. This letter agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. Signatures to this letter agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

10. No Presumption Against Drafting Party. The parties have participated jointly in negotiating and drafting this letter agreement. In the event that an ambiguity or a question of intent or interpretation arises, this letter agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this letter agreement.

[Signature Page Follows]

-5-

If you are in agreement with the foregoing, please sign and return the attached copy of this letter agreement, whereupon this letter agreement shall be effective for all purposes as of the Effective Date.


Very truly yours,

The Conflicts Committee of the Board of Directors of Tallgrass Energy GP, LLC

By:		/s/ Roy N. Cook
Name:		Roy N. Cook
Title:		Chairman


Accepted and agreed to:

Blackstone Infrastructure Advisors L.L.C.

By:		/s/ Wallace C. Henderson
Name:		Wallace C. Henderson
Title:		Senior Managing Director

Signature Page to Standstill Agreement