0001193125-19-073366.txt : 20190313 0001193125-19-073366.hdr.sgml : 20190313 20190313162933 ACCESSION NUMBER: 0001193125-19-073366 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190313 DATE AS OF CHANGE: 20190313 GROUP MEMBERS: EMG FUND II MANAGEMENT, LLC GROUP MEMBERS: EMG FUND II MANAGEMENT, LP GROUP MEMBERS: JOHN T. RAYMOND 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: 19678554 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: Tallgrass Holdings, LLC CENTRAL INDEX KEY: 0001556538 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 811 MAIN STREET STREET 2: SUITE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713.579.5005 MAIL ADDRESS: STREET 1: 811 MAIN STREET STREET 2: SUITE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 SC 13D/A 1 d629554dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

Amendment No. 5

Under the Securities Exchange Act of 1934

 

 

Tallgrass Energy, LP

(Name of Issuer)

Class A shares

(Title of Class of Securities)

874696 107

(CUSIP Number)

Laura L. Tyson

General Counsel

2229 San Felipe, Suite 1300, Houston, Texas 77019

Telephone: (713) 579-5000

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

March 11, 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 §§240.13d–1(e), 240.13d–1(f) or 240.13d–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 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).

 

 

 


CUSIP No.     874696 107

 

1    

NAMES OF REPORTING PERSONS

 

Tallgrass Holdings, LLC

2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)          (b)  

 

3    

SEC USE ONLY

 

4    

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO (See Item 3)

5    

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐

 

6    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH:  

   7     

SOLE VOTING POWER

 

0

   8     

SHARED VOTING POWER

 

0

   9     

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

13    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

0.00%

14    

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO (Limited Liability Company)


CUSIP No.     874696 107

 

1    

NAMES OF REPORTING PERSONS

 

EMG Fund II Management, LP

2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)          (b)  

 

3    

SEC USE ONLY

 

4    

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO (See Item 3)

5    

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐

 

6    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH:  

   7     

SOLE VOTING POWER

 

0

   8     

SHARED VOTING POWER

 

0

   9     

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

13    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

0.00%

14    

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN


CUSIP No.     874696 107

 

1    

NAMES OF REPORTING PERSONS

 

EMG Fund II Management, LLC

2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)          (b)  

 

3    

SEC USE ONLY

 

4    

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO (See Item 3)

5    

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐

 

6    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH:  

   7     

SOLE VOTING POWER

 

0

   8     

SHARED VOTING POWER

 

0

   9     

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

13    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

0.00%

14    

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

OO (Limited Liability Company)


CUSIP No.     874696 107

 

1    

NAMES OF REPORTING PERSONS

 

John T. Raymond

2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)          (b)  

 

3    

SEC USE ONLY

 

4    

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

OO (See Item 3)

5    

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ☐

 

6    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF  

SHARES  

BENEFICIALLY  

OWNED BY  

EACH  

REPORTING  

PERSON  

WITH:  

   7     

SOLE VOTING POWER

 

447,051 Class A shares*

   8     

SHARED VOTING POWER

 

0

   9     

SOLE DISPOSITIVE POWER

 

447,051 Class A shares*

   10     

SHARED DISPOSITIVE POWER

 

0

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

447,051 Class A shares*

12    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

 

13    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

0.25%**

14    

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

*

447,051 Class A shares are owned by the reporting person directly.

**

Based on the total number of Class A shares (178,104,779) issued and outstanding as of March 11, 2019, which is the date on which the Closing (as defined in Item 4) occurred. This calculation does not include the 102,136,875 Class B shares held by other holders, which may be exchanged with a corresponding number of Tallgrass Equity Units at the option of such holders for newly-issued Class A shares. Assuming the conversion of all such Class B shares, the reporting person may be deemed to beneficially own approximately 0.16% of the Class A shares. On all matters where the Issuer’s shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share.


Amendment No. 4 to Schedule 13D

This Amendment No. 5 to Schedule 13D (this “Amendment No. 4”) is filed by the Reporting Persons as an amendment to the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on May 22, 2015, as amended by Amendment No. 1 to Schedule 13D filed with the Commission on November 25, 2016, Amendment No. 2 to Schedule 13D filed with the Commission on February 16, 2018, Amendment No. 3 to Schedule 13D filed with the Commission on July 3, 2018 and Amendment No. 4 to Schedule 13D filed with the Commission on February 1, 2019 (the “Amended Schedule 13D,” as amended, this “Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Amended Schedule 13D. Only those items of the Schedule 13D that are being amended hereby are included herein.

 

Item 4.

Purpose of Transaction.

Item 4 is hereby amended and supplemented in its entirety as follows:

The Class A shares reported herein as beneficially owned by Mr. Raymond were acquired solely for investment purposes. The Reporting Persons may make purchases of Class A shares either in the open market or in private transactions depending on the Reporting Person’s business, prospects and financial condition, the market for the Class A shares, general economic conditions, stock market conditions and other future developments.

On March 11, 2019, the previously announced transactions contemplated by that certain Purchase Agreement (the “Purchase Agreement”), dated as of January 30, 2019, by and among Holdings, Tallgrass Holdings, Tallgrass KC, LLC (“Tallgrass KC”), and the other seller parties named therein (collectively the “Sellers”), Prairie GP Acquiror LLC, a Delaware limited liability company (“GP Acquiror”), Prairie ECI Acquiror LP, a Delaware limited partnership (“Up-C Acquiror 1”), Prairie VCOC Acquiror LP, a Delaware limited partnership (“Up-C Acquiror 2” and together with Up-C Acquiror 1, “Up-C Acquirors”), and Prairie Non-ECI Acquiror LP, a Delaware limited partnership (“Class A Acquiror”, and together with GP Acquiror and Up-C Acquirors, the “Acquirors”), and David G. Dehaemers, Jr., John T. Raymond and Frank J. Loverro, as Seller Representatives, were completed (the “Closing”).

Immediately prior to the Closing, the parties to the Purchase Agreement entered into a side letter (the “Purchase Agreement Side Letter”) pursuant to which the parties agreed, among other things, that (i) Tallgrass KC would sell 27,934,938 Tallgrass Equity Units and corresponding Class B shares to Up-C Acquirors, (ii) David G. Dehaemers, Jr. Revocable Trust and William R. Moler Revocable Trust would no longer sell to Class A Acquiror the Class A shares owned by them prior to the Closing, and (iii) as a result of the decreased number of Subject Interests (as defined below) being sold, the aggregate purchase price to be paid by the Acquirors for the Subject Interests (as defined below) was $3,213,161,149.

The foregoing description of the Purchase Agreement Side Letter is qualified in its entirety by reference to the full text of the Purchase Agreement Side Letter, a copy of which is attached to this Amendment No. 4 as Exhibit 10, and is incorporated by reference herein.

At the Closing, (a) certain members of management redeemed from Tallgrass KC an aggregate of 1,481,754 Tallgrass Equity Units and a corresponding number of Class B shares, which continue to be owned by such members of management following the Closing, (b) following such redemptions, (i) GP Acquiror purchased from Holdings 100% of the outstanding membership interests (the “GP Interests”) in the General Partner, (ii) Up-C Acquirors purchased from the Sellers an aggregate of 100,655,121 Tallgrass Equity Units and a corresponding number of Class B shares, including 24,635,214 Tallgrass Equity Units and a corresponding number of Class B shares from Tallgrass Holdings (collectively, the “Up-C Interests”), and (iii) Class A Acquiror purchased from Tallgrass Holdings 21,751,018 Class A shares, which were exchanged by Tallgrass Holdings pursuant to its Exchange Right immediately following the redemptions described above (collectively, and together with the GP Interests and the Up-C Interests, the “Subject Interests”), and (c) immediately thereafter, Holdings distributed substantially all of the consideration received by Holdings for the GP Interests to its members in accordance with the Second Amended and Restated Limited Liability Company Agreement of Holdings.

The Tallgrass Equity Units and Class B shares purchased by Up-C Acquirors from Tallgrass Holdings and the Tallgrass Equity Units and Class B shares exchanged for Class A shares by Tallgrass Holdings and purchased by Class A Acquiror collectively constituted all of the Tallgrass Equity Units and Class B shares owned by Tallgrass Holdings prior to the Closing. Following the Closing, the Reporting Persons no longer own any Tallgrass Equity Units or Class B shares.


Following the Closing, Holdings no longer owns the GP Interests and, therefore, no longer has the ability to elect all the members of the board of directors of the General Partner or otherwise control the General Partner. As a result, the Reporting Persons do not have, as of the date of this Amendment No. 5, any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a)    None of Tallgrass Holdings, EMG LP or EMG GP beneficially own any Class A shares and, therefore, Tallgrass Holdings, EMG LP and EMG GP each beneficially own 0.00% of the issued and outstanding Class A shares.

John T. Raymond directly owns 447,051 Class A shares. Based on there being 178,104,779 Class A shares outstanding as of March 11, 2019, which is the date on which the Closing occurred, Mr. Raymond may be deemed to beneficially own approximately 0.25% of the Class A shares. This calculation does not include the 102,136,875 Class B shares held by other holders, which may be exchanged with a corresponding number of Tallgrass Equity Units at the option of such holders for newly-issued Class A shares. Assuming the conversion of all such Class B shares, Mr. Raymond may be deemed to beneficially own approximately 0.16% of the Class A shares.

In addition, as of the date of this Schedule 13D, certain of the Covered Individuals beneficially own the number and percentage of Class A shares set forth in the following table:

 

Name

   Class A Shares Beneficially
Owned
     Percentage of Class Beneficially
Owned
 

John T. Raymond

     447,051        *  

John G. Calvert

        *  

Nolen Taylor

        *  

Christopher Bajec

        *  

Laura L. Tyson

        *  

Neal Dickson

        *  

 

*     Less than 1% of the class beneficially owned.

(b)    The information set forth in Items 7 through 11 of the cover pages hereto are incorporated herein by reference. To the Reporting Persons’ knowledge, each of the Covered Individuals listed in the table in Item 5(a) has sole voting power and sole dispositive power with respect to all of the Class A shares beneficially reported for such Covered Individual in the table in Item 5(a).

(c)    Except as set forth in this Amendment No. 5, none of the Reporting Persons or Covered Individuals has effected any transactions in Class A shares in the past 60 days.

(d)    No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A shares of the Issuer that may be deemed to be beneficially owned by Mr. Raymond or, to the Reporting Persons’ knowledge, the Covered Individuals.

(e)    As a result of the Closing, Tallgrass Holdings ceased to beneficially own any Class A shares and Mr. Raymond ceased to beneficially own more than five percent of all outstanding Class A shares and, accordingly, this Amendment No. 5 constitutes an exit filing for the Reporting Persons.


Item 6.

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

Item 6 is hereby amended and supplemented by adding the following after the first paragraph under the heading “Registration Rights Agreement”:

In connection with the Closing, the Sellers transferred their rights under the registration rights agreement to the Acquirors, and the Acquirors assumed all of the Sellers’ obligations thereunder.

 

Item 7.

Material to Be Filed as Exhibits.

Item 7 is hereby amended and supplemented to include the following exhibit:

 

Exhibit 10   Letter Agreement, dated March 11, 2019, by and among Tallgrass Energy Holdings, LLC, Tallgrass Holdings, LLC, KIA VIII (Rubicon), L.P., KEP VI AIV (Rubicon), LLC, Tallgrass KC, LLC, David G. Dehaemers, Jr. Revocable Trust, Prairie GP Acquiror LLC, Prairie ECI Acquiror LP, Prairie VCOC Acquiror LP, Prairie Non-ECI Acquiror LP, and David G. Dehaemers, Jr., John T. Raymond and Frank J. Loverro, as Seller Representatives, and acknowledged by William R. Moler Revocable Trust.

[Signatures Follow]


SIGNATURE

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.

Dated: March 13, 2019.

 

Tallgrass Holdings, LLC
By:  

EMG Fund II Management, LP,

its manager

By:  

EMG Fund II Management, LLC,

its general partner

By:   /s/ John T. Raymond
  John T. Raymond
  Chief Executive Officer

 

EMG Fund II Management, LP
By:  

EMG Fund II Management, LLC,

its general partner

By:   /s/ John T. Raymond
  John T. Raymond
  Chief Executive Officer

 

EMG Fund II Management, LLC
By:   /s/ John T. Raymond
  John T. Raymond
  Chief Executive Officer

 

/s/ John T. Raymond
John T. Raymond

Signature Page to Amendment No. 5 to Schedule 13D

EX-99.10 2 d629554dex9910.htm EX-99.10 EX-99.10

Exhibit 10

March 11, 2019

Blackstone Infrastructure Advisors L.L.C.

345 Park Avenue

New York, NY 10154

Attention: John G. Finley

Email: john.finley@blackstone.com

Ladies and Gentlemen:

Reference is made to that certain Purchase Agreement (“Purchase Agreement”), dated as of January 30, 2019, by and among Tallgrass Energy Holdings, LLC, a Delaware limited liability company (“Holdings”), the other sellers named therein (together with Holdings, each a “Seller” and collectively, the “Sellers”), Prairie GP Acquiror LLC, a Delaware limited liability company (“GP Acquiror”), Prairie ECI Acquiror LP, a Delaware limited partnership (“Up-C Acquiror 1”), Prairie VCOC Acquiror LP, a Delaware limited partnership (“Up-C Acquiror 2” and, together with Up-C Acquiror 1, “Up-C Acquirors”), and Prairie Non-ECI Acquiror LP, a Delaware limited partnership (“Class A Acquiror” and, together with GP Acquiror and Up-C Acquirors, each an “Acquiror” and collectively, the “Acquirors”), and David G. Dehaemers, Jr., John T. Raymond and Frank J. Loverro, in their respective capacities as Seller Representatives (each, a “Seller Representative” and collectively, the “Seller Representatives”). Each capitalized term used herein but not defined shall have the meaning ascribed to such term in the Purchase Agreement.

The purpose of this letter agreement (this “Side Letter”) is to confirm the understanding of the Sellers and the Acquirors with respect to certain matters related to the Purchase Agreement. Accordingly, in consideration of the mutual agreements contained herein, the parties hereby agree as follows:

1.    Moler Trust. The William R. Moler Revocable Trust, under trust agreement dated August 27, 2013 (“Moler Trust”) will not sell any of its Class A Shares under the Purchase Agreement and is no longer a Party to, or bound by the terms and obligations of, the Purchase Agreement for any purpose. Accordingly, all references to the “Moler Trust” in the Purchase Agreement (including the exhibits thereto) are hereby omitted.

2.    DGD Class A Shares. The David G. Dehaemers, Jr. Revocable Trust, a revocable trust under trust agreement dated April 26, 2006 (“DGD Trust”), will not sell any of its Class A Shares under the Purchase Agreement and all references to the “DGD Class A Shares” in the Purchase Agreement are hereby omitted. DGD Trust shall remain a Seller under the Purchase Agreement with respect to its Up-C Interests as set forth on Schedule 2.1 hereto.

3.    Seller Notes. Promissory Notes will not be issued by Class A Acquiror, Up-C Acquiror 1 or Blackstone Infrastructure Partners V L.P. to certain of the Sellers at Closing, or otherwise in connection with the Purchase Agreement. Accordingly, all references to “Seller Notes” and “Exhibit D” in the Purchase Agreement are hereby omitted.


4.    Purchase Price and Other Schedules.

 

  a.

Schedule 2.1 to the Purchase Agreement is hereby replaced in its entirety with the new Schedule 2.1 attached hereto;

 

  b.

The reference in the fifth recital to the Purchase Agreement to “26,339,528” TE Units, shall be changed to “21,751,018”;

 

  c.

The reference in Section 2.1 of the Purchase Agreement to an aggregate Purchase Price of “$3,272,860,010”, shall be changed to “$3,213,161,149”;

 

  d.

Schedule A-1 to the Purchase Agreement is hereby replaced in its entirety with the new Schedule A-1 attached hereto; and

 

  e.

Schedule 6.12(b) to the Purchase Agreement is hereby replaced in its entirety with the new Schedule 6.12(b) attached hereto.

5.    Wires. Notwithstanding anything to the contrary in the Purchase Agreement, each Seller acknowledges and agrees that the payments at the Closing made pursuant to the funds flow attached hereto as Exhibit E satisfy the Acquirors’ payment obligations under Section 2.1 of the Purchase Agreement.

6.    Effect of Side Letter. Except as otherwise expressly provided herein, all of the respective terms and conditions of the Purchase Agreement remain unchanged and continue in full force and effect. In the case of any conflict between this Side Letter and the Purchase Agreement, the terms of this Side Letter will govern. This Side Letter shall be deemed to be in full force and effect from and after the execution of this Side Letter by the parties.

7.    Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

8.    Counterparts. This Side Letter may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

[Signature Pages Follow]

 

2


If the foregoing correctly sets forth your understanding of our agreement with respect to the matters above, please indicate your acceptance and approval below.

 

Very truly yours,
TALLGRASS ENERGY HOLDINGS, LLC
By:   /s/ David G. Dehaemers, Jr.
       David G. Dehaemers, Jr.
       Chief Executive Officer and President
TALLGRASS KC, LLC
By:  

/s/ David G. Dehaemers, Jr.

       David G. Dehaemers, Jr.
       Manager

/s/ David G. Dehaemers, Jr.

DAVID G. DEHAEMERS, JR., TRUSTEE OF THE DAVID G. DEHAEMERS, JR. REVOCABLE TRUST, UNDER TRUST AGREEMENT DATED APRIL 26, 2006
TALLGRASS HOLDINGS, LLC
By:   EMG Fund II Management, LP,
  its manager
By:   EMG Fund II Management, LLC,
  its general partner
By:  

/s/ John T. Raymond

       John T. Raymond
       Chief Executive Officer

Signature Page to Side Letter re: Purchase Agreement


KIA VIII (RUBICON), L.P.
By:   KIA VIII (Rubicon) GP, L.P.,
  its general partner
By:   Kelso GP VIII, LLC,
  its general partner
By:   /s/ James J. Connors, II
       James J. Connors, II
       Managing Member
KEP VI AIV (RUBICON), LLC
By:   /s/ James J. Connors, II
       James J. Connors, II
       Managing Member

Signature Page to Side Letter re: Purchase Agreement


HOBBS VENTURES LLC
By:   /s/ Charles Scott Hobbs
Name:   Charles Scott Hobbs
Title:   Manager
HOBBS FAMILY FOUNDATION
By:  

/s/ Charles Scott Hobbs

Name:   Charles Scott Hobbs
Title:   President
WYLIE VENTURES, LLC
By:  

/s/ Forrest Wylie

Name:   Forrest Wylie
Title:   President

/s/ Cathy Harry Grills

CATHY HARRY GRILLS
MATAGATOR FOUNDATION
By:  

/s/ Forrest Wylie

Name:   Forrest Wylie
Title:   Trustee

Signature Page to Side Letter re: Purchase Agreement


Acknowledged and agreed:

ACQUIRORS:

PRAIRIE GP ACQUIROR LLC

By: Prairie Non-ECI Acquiror LP, its sole member

By: BIP Holdings Manager L.L.C., its general partner

 

By:  

/s/ Sean Klimczak

Name:   Sean Klimczak
Title:   Senior Managing Director

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 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 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

Signature Page to Side Letter re: Purchase Agreement


Acknowledged and agreed:

 

/s/ William R. Moler

WILLIAM R. MOLER, TRUSTEE OF THE WILLIAM R. MOLER REVOCABLE TRUST UNDER TRUST AGREEMENT DATED AUGUST 27, 2013

Signature Page to Side Letter re: Purchase Agreement