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