0000899243-19-020840.txt : 20190801 0000899243-19-020840.hdr.sgml : 20190801 20190801165303 ACCESSION NUMBER: 0000899243-19-020840 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190730 FILED AS OF DATE: 20190801 DATE AS OF CHANGE: 20190801 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 19993355 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-07-30 0 0001633651 Tallgrass Energy, LP TGE 0001770013 Prairie ECI Acquiror LP C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Class B shares 2019-07-30 4 C 0 150439 A 98353838 D Obligation to Transfer 2019-07-30 4 C 0 1 A Class B shares and TE units 0 I See Footnotes TE units 2019-07-30 4 C 0 150439 A Class A shares 150439 98353838 D Pursuant to an Equityholders' Agreement dated as of March 11, 2019 (the "Equity Holders Agreement"), affiliates of Blackstone Infrastructure Associates L.P. ("BIA") were required to transfer to affiliates of Enagas, S.A. ("Enagas"), promptly after the Committee on Foreign Investments in the United States ("CFIUS") approved Enagas making further investments in securities of Tallgrass Energy, LP ("TGE"), such affiliates' indirect interests in certain Class A shares representing limited partner interests ("Class A shares") in TGE, Class B shares representing limited partner interests ("Class B shares") in TGE and units representing membership interests ("TE units") in Tallgrass Equity, LLC, pursuant to the terms of the Equity Holders Agreement, as described below. On July 30, 2019, promptly after the CFIUS approval described above was granted, and pursuant to the transfer obligations described above, affiliates of BIA disposed of (i) equity interests in affiliates of BIA representing BIA's indirect interest with respect to 66,931 Class A shares held by Prairie Secondary Acquiror E LP ("Secondary Acquiror 2") plus a corresponding percentage of Secondary Acquiror 2's capital in exchange for approximately $14.1 million, and BIA's indirect interest in 4,308,696 Class B shares and 4,308,696 TE units in exchange for $83.4 million plus the assumption of $40.7 million of debt, to affiliates of Enagas. There was no change in the aggregate number of Class A shares, Class B shares or TE units held affiliates of BIA as a result of these transfers, other than a transfer of 150,439 Class B shares and 150,439 TE units from Prairie VCOC Acquiror LP to Prairie ECI Acquiror LP. 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. BIA and certain affiliates are separately filing a Form 4 related to the transfers described herein. 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 2019-08-01