0000899243-19-016631.txt : 20190612
0000899243-19-016631.hdr.sgml : 20190612
20190612154233
ACCESSION NUMBER: 0000899243-19-016631
CONFORMED SUBMISSION TYPE: 3/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190311
FILED AS OF DATE: 20190612
DATE AS OF CHANGE: 20190612
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Blackstone Infrastructure Associates L.P.
CENTRAL INDEX KEY: 0001770053
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19893584
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Prairie Non-ECI Acquiror LP
CENTRAL INDEX KEY: 0001770007
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19893585
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Prairie ECI Acquiror LP
CENTRAL INDEX KEY: 0001770013
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19893586
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Prairie VCOC Acquiror LP
CENTRAL INDEX KEY: 0001770055
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19893587
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIP Holdings Manager L.L.C.
CENTRAL INDEX KEY: 0001770015
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19893588
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIA GP L.P.
CENTRAL INDEX KEY: 0001770017
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19893589
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BIA GP L.L.C.
CENTRAL INDEX KEY: 0001770016
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37365
FILM NUMBER: 19893590
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
ISSUER:
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
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
3/A
1
doc3a.xml
FORM 3/A SUBMISSION
X0206
3/A
2019-03-11
2019-03-18
0
0001633651
Tallgrass Energy, LP
TGE
0001770053
Blackstone Infrastructure Associates L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001770007
Prairie Non-ECI Acquiror LP
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001770013
Prairie ECI Acquiror LP
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001770055
Prairie VCOC Acquiror LP
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001770015
BIP Holdings Manager L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001770017
BIA GP L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
0001770016
BIA GP L.L.C.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE
NEW YORK
NY
10154
0
0
1
0
Class A shares
21751018
I
See Footnotes
Class B shares
98203399
I
See Footnotes
Class B shares
2451722
I
See Footnotes
TE units
Class A Shares
98203399
I
See Footnotes
TE units
Class A Shares
2451722
I
See Footnotes
Obligation to Transfer
Class A shares/Class B shares/TE units
I
See Footnotes
This Form 3/A amends and restates the Initial Statement of Beneficial Ownership of Securities on Form 3 filed by the Reporting Persons with the Securities and Exchange Commission on March 18, 2019 (the "Original Form 3"). Although the aggregate number of Class B shares and TE units (each as defined below) reported on the Original Form 3 was correct, this Form 3/A is being filed to correct the Original Form 3 by correcting the number of Class B shares and TE units held by ECI Acquiror and VCOC Acquiror (each as defined below).
These Class A shares representing limited partner interests ("Class A shares") of Tallgrass Energy, LP ("TGE") are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror").
These Class B shares representing non-economic limited partner interests ("Class B shares") of TGE and TE units representing membership interests ("TE units") of Tallgrass Equity, LLC ("TE") are owned directly by Prairie ECI Acquiror LP ("ECI Acquiror").
These Class B shares and TE units are owned directly by Prairie VCOC Acquiror LP ("VCOC Acquiror").
BIP Holdings Manager L.L.C. is the general partner of each of Non-ECI Acquiror, ECI Acquiror and VCOC Acquiror (the "Acquiror LPs"). Blackstone Infrastructure Associates L.P. ("BIA") is the sole member of BIP Holdings Manager L.L.C. The general partner of BIA is BIA GP L.P. ("BIA GP"). The general partner of BIA GP is BIA GP L.L.C. The sole member of BIA GP L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
TE units may be exchanged by the holders thereof for an equivalent number of Class A shares and upon such exchange, an equivalent number of Class B shares held by such holder will be cancelled.
Pursuant to an Equityholders' Agreement dated as of March 11, 2019, affiliates of BIA GP are required to transfer to affiliates of Enagas, S.A. ("Enagas"), promptly after the Committee on Foreign Investments in the United States approves their making further investments in TGE's securities, BIA GP's indirect interest in (i) 4,308,696 Class B shares and 4,308,696 TE units in exchange for $77.1 million plus the assumption by an affiliate of Enagas of $38.9 million of debt and (ii) approximately 5.60% of the Class A shares owned by Prairie Secondary Acquiror E LP on the date of settlement in exchange for $14.1 million.
Each of the Reporting Persons (other than each of the Acquiror LPs to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by the Acquiror LPs, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the Acquiror LPs to the extent they directly hold securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 3/A.
Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
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
2019-06-10
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
2019-06-10
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
2019-06-10
BIP HOLDINGS MANAGER L.L.C., By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director
2019-06-10
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
2019-06-10
BIA GP L.P., By: BIA GP L.L.C., its general partner, By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director
2019-06-10
BIA GP L.L.C., By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director
2019-06-10