0000899243-20-010892.txt : 20200417 0000899243-20-010892.hdr.sgml : 20200417 20200417091603 ACCESSION NUMBER: 0000899243-20-010892 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200417 FILED AS OF DATE: 20200417 DATE AS OF CHANGE: 20200417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Prairie Secondary Acquiror LP CENTRAL INDEX KEY: 0001770030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 20797977 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 Secondary Acquiror E LP CENTRAL INDEX KEY: 0001770475 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 20797978 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 20797979 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 20797980 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 20797981 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37365 FILM NUMBER: 20797982 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 2020-04-17 0 0001633651 Tallgrass Energy, LP TGE 0001770030 Prairie Secondary Acquiror LP C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001770475 Prairie Secondary Acquiror E LP C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001770007 Prairie Non-ECI Acquiror LP C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001770013 Prairie ECI Acquiror LP 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001770055 Prairie VCOC Acquiror LP C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001770015 BIP Holdings Manager L.L.C. C/O THE BLACKSTONE GROUP INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 Class A shares 2020-04-17 4 P 0 152770061 22.45 A 0 I See Footnote Class A shares 773510 I See Footnotes Class A shares 1127935 I See Footnotes Class A shares 21751018 I See Footnotes Class A shares 92778793 I See Footnotes Class B shares 7876328 I See Footnotes TE units Class A shares 92778793 92778793 I See Footnotes TE units Class A shares 7876328 7876328 I See Footnotes On April 17, 2020, pursuant to a merger agreement, an affiliate of the Reporting Persons was merged with and into the Issuer, with the Issuer surviving the merger and continuing to exist as a Delaware limited partnership and owned, directly or indirectly, by the Acquiror LPs (as defined below). At the effective time of the merger (the "Effective Time"), each issued and outstanding Class A share representing limited partner interests of TGE ("Class A share") as of immediately prior to the Effective Time (other than the Class A shares owned by the Acquiror LPs) was converted into the right to receive $22.45 per Class A Share in cash without any interest thereon and was cancelled by the Issuer. These Class A shares are owned directly by Prairie Secondary Acquiror LP ("Secondary Acquiror"). These Class A shares are owned directly by Prairie Secondary Acquiror E LP ("Secondary Acquiror 2"). These Class A shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror"). These Class B shares and TE units 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", and together with Secondary Acquiror, Secondary Acquiror 2, Non-ECI Acquiror, and ECI Acquiror, the "Acquiror LPs"). BIP Holdings Manager L.L.C. is the general partner of each of the Acquiror LPs. Blackstone Infrastructure Associates L.P. is the managing member of BIP Holdings Manager L.L.C. The general partner of Blackstone Infrastructure Associates L.P. is BIA GP L.P. The general partner of BIA GP L.P. is BIA GP L.L.C. The sole member of BIA GP L.L.C. is Blackstone Holdings II L.P. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is The Blackstone Group Inc. The sole holder of Class C common stock of The Blackstone Group Inc. 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. Each of the Reporting Persons 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 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 or that any of the transactions reported herein are subject to Section 16. 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. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. 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 2020-04-17 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 2020-04-17 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 2020-04-17 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 2020-04-17 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 2020-04-17 BIP HOLDINGS MANAGER L.L.C., By: /s/ Sean Klimczak, Name: Sean Klimczak, Title: Senior Managing Director 2020-04-17