DEFM14A

DEFM14A 1 d874113ddefm14a.htm DEFM14A DEFM14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Pursuant to §240.14a-12

TALLGRASS ENERGY, LP

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

4200 W. 115TH STREET, SUITE 350, LEAWOOD, KANSAS 66211

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Tallgrass Energy, LP Shareholders:

On December 16, 2019, Tallgrass Energy, LP, a Delaware limited partnership (“TGE”), Tallgrass Energy GP, LLC, a Delaware limited liability company and the general partner of TGE (“TGE GP”), Prairie Private Acquiror LP, a Delaware limited partnership (“Buyer”), and Prairie Merger Sub LLC, a Delaware limited liability company (“Buyer Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement and subject to the satisfaction or waiver of certain conditions therein, Buyer will merge with and into TGE (the “Merger”), with TGE surviving the Merger and continuing to exist as a Delaware limited partnership. At the effective time of the Merger, each issued and outstanding Class A share representing a limited partner interest of TGE (collectively, the “Class A shares”), except for any Sponsor Shares (as defined below in “Definitions”), will be converted into the right to receive $22.45 in cash without any interest thereon.

Pursuant to the Merger Agreement and the Second Amended and Restated Agreement of Limited Partnership of TGE, dated as of July 1, 2018, as amended (the “Partnership Agreement”), holders of a majority of the outstanding Class A shares and Class B shares representing limited partner interests of TGE (“Class B shares”), voting together as a single class, must affirmatively vote or consent in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger (such transactions, collectively, the “Transactions”), in order for them to be approved and adopted (“TGE Shareholder Approval”). Contemporaneously with the execution and delivery of the Merger Agreement, the Sponsors (as defined below in “Definitions”) entered into a support agreement with TGE, pursuant to which the Sponsors agreed to vote the 23,652,463 Class A shares and 100,655,121 Class B shares held of record and beneficially by the Sponsors, which represent approximately 44.1% of the total outstanding equity interests of TGE as of March 12, 2020, in favor of the approval of the Merger Agreement and the Transactions at any meeting of the TGE Shareholders (as defined below). Accordingly, TGE expects that all such Class A shares and Class B shares held by the Sponsors will be voted in favor of the approval and adoption of the Merger Agreement and the Transactions at the special meeting (the “Shareholder Meeting”) of holders (the “TGE Shareholders”) of Class A shares and Class B shares. TGE has scheduled the Shareholder Meeting to vote on the Merger Agreement and the Transactions on April 16, 2020 at 9:00 a.m., Central Time, at the Hilton Garden Inn, 5800 College Boulevard, Overland Park, Kansas 66211. Due to the emerging public health impact of coronavirus disease 2019 (COVID-19), TGE is planning for the possibility that the Shareholder Meeting may be held solely by means of remote communication. If TGE takes this step, TGE will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by TGE and available at www.tallgrassenergy.com. Regardless of the number of shares you own or whether you plan to attend the meeting, it is important that your shares be represented and voted at the meeting. Voting instructions are set forth inside this proxy statement.

A committee of the Board of Directors of TGE GP (the “TGE GP Board”) consisting entirely of individuals that the TGE GP Board determined satisfied the requirements set forth in the Partnership Agreement for service on a conflicts committee (the “Conflicts Committee”) has unanimously determined, based upon the facts and circumstances it deemed relevant and appropriate, that the Merger Agreement and the Transactions are in the best interests of TGE, including holders of Class A shares, other than TGE GP and its affiliates (including Buyer, the Sponsors and their affiliates), and has approved the Merger Agreement and the Transactions. The Conflicts Committee, acting on behalf of TGE GP, in its capacity as the general partner of TGE, and on behalf of TGE, pursuant to the authority granted to the Conflicts

Committee by the TGE GP Board, also directed that the Merger Agreement and the Transactions be submitted to a vote of the TGE Shareholders in accordance with the Partnership Agreement and recommended the approval of the Merger Agreement and the Transactions by the TGE Shareholders.

The TGE GP Board empowered the Conflicts Committee with all the power of the TGE GP Board with respect to the Merger Agreement and the Transactions, and therefore, the TGE GP Board has not provided a separate recommendation with respect to the Merger Agreement or the Transactions.

This proxy statement provides you with detailed information about the proposed Transactions and related matters. TGE encourages you to read the entire document carefully. All information in this document has been furnished by TGE. You may also obtain additional information about TGE from documents TGE has filed with the Securities and Exchange Commission.

The Class A shares are listed on the NYSE under the symbol “TGE.” The last reported sale price of the Class A shares on the NYSE on March 11, 2020 was $17.60 per share.

LOGO

William R. Moler

Chief Executive Officer

Tallgrass Energy GP, LLC

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The proxy statement is dated March 12, 2020 and is first being mailed or otherwise delivered to the TGE Shareholders on or about March 19, 2020.

LOGO

Leawood, Kansas

March 12, 2020

Notice of Special Meeting of Shareholders

To Be Held on April 16, 2020

To the Shareholders of Tallgrass Energy, LP:

A special meeting (the “Shareholder Meeting”) of holders (the “TGE Shareholders”) of Class A shares representing limited partner interests (the “Class A shares”) and Class B shares representing limited partner interests (“Class B shares” and, collectively with the Class A shares, the “TGE Shares”) of Tallgrass Energy, LP, a Delaware limited partnership (“TGE”) will be held on April 16, 2020 at 9:00 a.m., Central Time, at the Hilton Garden Inn, 5800 College Boulevard, Overland Park, Kansas 66211, to consider and vote upon the approval and adoption of the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of December 16, 2019, by and among TGE, Tallgrass Energy GP, LLC, a Delaware limited liability company and the general partner of TGE (“TGE GP”), Prairie Private Acquiror LP, a Delaware limited partnership (“Buyer”), and Prairie Merger Sub LLC, a Delaware limited liability company (“Buyer Sub”), and the transactions contemplated thereby, including the merger of Buyer with and into TGE (the “Merger”), with TGE surviving the Merger and continuing to exist as a Delaware limited partnership (such transactions, collectively, the “Transactions”) (such proposal, the “Merger Proposal”). Due to the emerging public health impact of coronavirus disease 2019 (COVID-19), TGE is planning for the possibility that the Shareholder Meeting may be held solely by means of remote communication. If TGE takes this step, TGE will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by TGE and available at www.tallgrassenergy.com.

TGE will transact no other business at the Shareholder Meeting except such business as may properly be brought before the Shareholder Meeting or any adjournments or postponements thereof. At this time, TGE knows of no other matters that will be presented for the consideration of the TGE Shareholders at the Shareholder Meeting.

Pursuant to the Merger Agreement and the Second Amended and Restated Agreement of Limited Partnership of TGE, dated July 1, 2018, as amended (the “Partnership Agreement”), holders of a majority of the outstanding Class A shares and Class B shares, voting together as a single class, must affirmatively vote or consent in favor of the Merger Proposal for it to be approved and adopted. Failures to vote, abstentions and broker non-votes will have the same effect as a vote against the Merger Proposal for purposes of the vote by TGE Shareholders required under the Merger Agreement and the Partnership Agreement.

Contemporaneously with the execution and delivery of the Merger Agreement, the Sponsors (as defined below in “Definitions”) entered into a support agreement with TGE, pursuant to which the Sponsors agreed to vote the 23,652,463 Class A shares and 100,655,121 Class B shares held of record and beneficially by the Sponsors, which represent approximately 44.1% of the total outstanding equity interests of TGE as of March 12, 2020, in favor of the approval of the Merger Agreement and the Transactions at any meeting of the TGE Shareholders. Accordingly, TGE expects that all such Class A shares and Class B shares held by the Sponsors will be voted in favor of the approval and adoption of the Merger Agreement and the Transactions at the Shareholder Meeting.

and the Transactions are in the best interests of TGE, including holders of Class A shares, other than TGE GP and its affiliates (including Buyer, the Sponsors and their affiliates), and has approved the Merger Agreement and the Transactions. The Conflicts Committee, acting on behalf of TGE GP, in its capacity as the general partner of TGE, and on behalf of TGE, pursuant to the authority granted to the Conflicts Committee by the TGE GP Board, also directed that the Merger Agreement and the Transactions be submitted to a vote of the TGE Shareholders in accordance with the Partnership Agreement and recommended the approval of the Merger Agreement and the Transactions by the TGE Shareholders.

Only TGE Shareholders of record at the close of business on March 12, 2020 are entitled to notice of and to vote at the Shareholder Meeting and any adjournments or postponements of the Shareholder Meeting. A list of TGE Shareholders entitled to vote at the meeting will be available for inspection at TGE’s offices in Leawood, Kansas for any purposes relevant to the meeting during normal business hours for a period of ten days before the meeting and at the meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY IN ONE OF THE FOLLOWING WAYS. If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee when submitting instructions to cause your Class A shares and Class B shares to be voted. If you hold your shares in your own name, you may submit your proxy by:

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using the toll-free telephone number shown on the proxy card;

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using the Internet website shown on the proxy card; or

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marking signing, dating and promptly returning the enclosed proxy card in the postage-paid envelope. It requires no postage if mailed in the United States.

By order of the Conflicts Committee of the Board of Directors of Tallgrass Energy GP, LLC, as the general partner of Tallgrass Energy, LP.

LOGO

William R. Moler

Chief Executive Officer

Tallgrass Energy GP, LLC

IMPORTANT NOTE ABOUT THIS PROXY STATEMENT

This proxy statement constitutes a proxy statement of Tallgrass Energy, LP, a Delaware limited partnership (“TGE”), under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the solicitation of proxies for the special meeting (the “Shareholder Meeting”) of holders (the “TGE Shareholders”) of Class A shares representing limited partner interests (the “Class A shares”) and Class B shares representing limited partner interests (“Class B shares” and, collectively with the Class A shares, the “TGE Shares”) of TGE to, among other things, approve the Merger Agreement (as defined below in “Summary Term Sheet—The Merger”) and the Transactions (as defined below in “Summary Term Sheet—The Merger”).

As permitted under the rules of the Securities and Exchange Commission (the “SEC” or the “Commission”), this proxy statement incorporates by reference important business and financial information about TGE from other documents filed with the SEC that are not included in or delivered with this proxy statement. Please read “Where You Can Find More Information” beginning on page 143. You can obtain any of the documents incorporated by reference into this document from the SEC’s website at http://www.sec.gov. This information is also available to you without charge upon your request in writing or by telephone from TGE at the following address and telephone number:

Tallgrass Energy, LP

4200 W. 115th Street, Suite 350

Attention: Investor Relations

Leawood, Kansas 66211

Telephone: (913) 928-6060

Please note that copies of the documents provided to you will not include exhibits, unless the exhibits are specifically incorporated by reference into the documents or this proxy statement.

You may obtain certain of these documents at TGE’s website, www.tallgrassenergy.com, by selecting “Investors,” then selecting “SEC Filings,” and then selecting “Documents.” Information contained on TGE’s website is expressly not incorporated by reference into this proxy statement.

In order to receive timely delivery of requested documents in advance of the Shareholder Meeting, your request should be received no later than April 8, 2020. If you request any documents, TGE will mail them to you by first class mail, or another equally prompt means, after receipt of your request.

TGE has not authorized anyone to give any information or make any representation about the Transactions or TGE that is different from, or in addition to, that contained in this proxy statement or in any of the materials that have been incorporated by reference into this proxy statement. Therefore, you should not rely on any information you receive about the Transactions that is not contained in this proxy statement or in any of the materials that have been incorporated by reference into this proxy statement. If you are in a jurisdiction where the solicitation of proxies is unlawful, or you are a person to whom it is unlawful to direct the solicitation of proxies, then the solicitation presented in this proxy statement does not extend to you. The information contained in this proxy statement speaks only as of the date of this proxy statement, or in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. All information in this document has been furnished by TGE. You may also obtain additional information about TGE from documents TGE has filed with the SEC.

TABLE OF CONTENTS


SUMMARY TERM SHEET			1
Parties to the Merger			1
The Merger			2
The Merger Consideration			3
Effects of the Merger			3
Information about the Shareholder Meeting and Voting			3
Reasons for the Conflicts Committee’s Recommendation			4
Opinion of Evercore—Financial Advisor to the Conflicts Committee			4
Support Agreement			5
Interests of Certain Persons in the Merger			5
The Merger Agreement			6
Limited Guaranty			9
Expenses Relating to the Merger			9
Financing of the Merger			9
Certain Material U.S. Federal Income Tax Consequences of the Merger			10
No Dissenters’ or Appraisal Rights			11
Regulatory Approvals Required for the Merger			11
Accounting Treatment			11
DEFINITIONS			12
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SHAREHOLDER MEETING			14
SPECIAL FACTORS			21
Background of the Merger			21
Reasons for the Conflicts Committee’s Recommendation			32
Certain Financial Projections			38
Opinion of Evercore—Financial Advisor to the Conflicts Committee			42
Citigroup Global Markets Inc. Financial Advisor Discussion Materials Provided to an Affiliate of the Blackstone Parties			61
Certain January 2019 Financial Projections Provided in Connection with the March 2019 Blackstone Acquisition			70
Position of the Blackstone Parties as to the Fairness of the Merger			72
The Blackstone Parties’ Purpose and Reasons for the Merger			73
Effects of the Merger			74
Primary Benefits and Detriments of the Merger			75
Interests of Certain Persons in the Merger			76
Certain Material U.S. Federal Income Tax Consequences of the Merger			81
Financing of the Merger			81
Estimated Fees and Expenses			85
Certain Legal Matters			86
Provisions for Unaffiliated Security Holders			86
No Dissenters’ or Appraisal Rights			86
Accounting Treatment			87
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			88
INFORMATION ABOUT THE SHAREHOLDER MEETING AND VOTING			90
Date, Time and Place			90
Purpose			90
Record Date and Quorum Requirement			90
Submitting a Proxy Card			90
Submitting a Proxy via Telephone or Internet			90
Revoking Your Proxy			91
Questions and Additional Information			91
Voting at the Shareholder Meeting			91
Vote Required; How Class A Shares and Class B Shares are Voted			91
TGE Shares Beneficially Owned by TGE GP Directors and Executive Officers			92


Proxy Solicitation			92
THE MERGER PROPOSAL			93
The Proposal			93
Conflicts Committee Recommendation			93
Vote Required			93
POSTPONEMENT OR ADJOURNMENT			94
OTHER MATTERS			95
Other Matters for Action at the Shareholder Meeting			95
Householding of Shareholder Meeting Materials			95
THE MERGER AGREEMENT			96
THE SUPPORT AGREEMENT			112
CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			114
INFORMATION CONCERNING TGE			118
About TGE			118
Business and Background of Natural Persons Related to TGE and TGE GP			118
Prior Public Offerings			123
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA			124
MARKET PRICE AND CASH DISTRIBUTION INFORMATION			127
INFORMATION CONCERNING THE BLACKSTONE PARTIES			128
About the Blackstone Parties			128
Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties			128
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND THE BLACKSTONE PARTIES			134
Ownership of Tallgrass Energy, LP by TGE GP’s Directors and Officers			134
Ownership of Tallgrass Energy, LP by Five Percent or More Shareholders			136
Ownership of Tallgrass Energy, LP by the Blackstone Parties’ Directors and Officers			138
CERTAIN PURCHASES AND SALES OF CLASS A SHARES			139
DELISTING AND DEREGISTRATION OF CLASS A SHARES			140
TGE SHAREHOLDER PROPOSALS			141
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			142
WHERE YOU CAN FIND MORE INFORMATION			143

ANNEXES


ANNEX A—AGREEMENT AND PLAN OF MERGER.			A-1
ANNEX B—SUPPORT AGREEMENT			B-1
ANNEX C—OPINION OF EVERCORE GROUP L.L.C.			C-1

SUMMARY TERM SHEET

This proxy statement, along with a form of proxy, is first being mailed to each holder of TGE Shares on or about March 19, 2020. The following summary highlights some of the information in this proxy statement and may not contain all of the information that may be important to you. Accordingly, TGE encourages you to read carefully this entire proxy statement and the documents incorporated by reference in this proxy statement. You may obtain information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information” on page 143.

Parties to the Merger

Tallgrass Energy, LP

TGE, a Delaware limited partnership formed in 2015, is a publicly traded, growth-oriented limited partnership that owns, operates, acquires and develops midstream energy assets in North America. TGE’s operations are conducted through, and its operating assets are owned by, its direct and indirect subsidiaries, including Tallgrass Equity, LLC, a Delaware limited liability company (“TE”), in which TGE directly owns an approximate 63.75% membership interest as of March 12, 2020. TGE is located in and provides services to certain key United States hydrocarbon basins, including the Denver-Julesburg, Powder River, Wind River, Permian and Hugoton-Anadarko Basins and the Niobrara, Mississippi Lime, Eagle Ford, Bakken, Marcellus, and Utica shale formations.

TGE’s primary assets consist of natural gas transportation and storage assets; crude oil transportation assets; natural gas gathering and processing assets; crude oil storage and terminalling assets; and water business services assets. TGE’s reportable business segments are:

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Natural Gas Transportation—the ownership and operation of Federal Energy Regulatory Commission (“FERC”)-regulated interstate natural gas pipelines and an integrated natural gas storage facility;

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Crude Oil Transportation—the ownership and operation of FERC-regulated crude oil pipeline systems; and

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Gathering, Processing & Terminalling—the ownership and operation of natural gas gathering and processing facilities; crude oil storage and terminalling facilities; the provision of water business services primarily to the oil and gas exploration and production industry; the transportation of natural gas liquids (“NGLs”); and the marketing of crude oil and NGLs.

The Class A shares representing limited partner interests in TGE are listed on the New York Stock Exchange (the “NYSE”) under the symbol “TGE.” As of March 12, 2020, there were 179,632,609 Class A shares and 102,136,875 Class B shares issued and outstanding.

Tallgrass Energy GP, LLC

Tallgrass Energy GP, LLC (“TGE GP”) is a Delaware limited liability company and is the general partner of TGE. TGE GP is responsible for conducting TGE’s business and managing its operations.

The principal executive offices of TGE and TGE GP are located at 4200 W. 115th Street, Suite 350, Leawood, Kansas 66211 and the telephone number for each is 913-928-6060.

Prairie Private Acquiror LP

Prairie Private Acquiror LP (“Buyer”) is a Delaware limited partnership and an affiliate of the Sponsors (as defined below in “Definitions”). Buyer has not carried on any activities or operations to date, except for those

activities incidental to its formation and undertaken in connection with the transactions contemplated by the Merger Agreement. By operation of the Merger, Buyer will be merged with and into TGE, with TGE surviving the Merger and continuing to exist as a Delaware limited partnership.

Prairie Merger Sub LLC

Prairie Merger Sub LLC (“Buyer Sub”) is a Delaware limited liability company and wholly owned subsidiary of Buyer. Buyer Sub has not carried on any activities or operations to date, except for those activities incidental to its formation and undertaken in connection with the transactions contemplated by the Merger Agreement.

The principal executive offices of Buyer and Buyer Sub are located at 345 Park Avenue, New York, New York 10154 and the telephone number for each is 212-583-5000.

Relationship of the Parties to the Merger

Buyer is an affiliate of the Sponsors and the Blackstone Parties (as defined below in “Definitions”). BIP Holdings Manager L.L.C., a Delaware limited liability company (“Holdings Manager”), is the sole general partner of Buyer and each of the Sponsors.

The Sponsors and Prairie GP Acquiror LLC, a Delaware limited liability company (“Blackstone GP Acquiror”), own, in the aggregate, (i) 100% of the membership interests in TGE GP, (ii) 23,652,463 Class A shares and 100,655,121 Class B shares, which represent approximately 44.1% of the total outstanding equity interests of TGE as of March 12, 2020, and (iii) 100,655,121 units representing limited liability company interests (“TE Units”) in TE. Subject to the terms of the Equityholders Agreement (as defined below in “Definitions”) and certain limitations in the Merger Agreement with respect to members of the Conflicts Committee, Blackstone GP Acquiror has the right to appoint and remove all of the members of the TGE GP Board. Thus, the Blackstone Parties have a controlling interest in TGE GP, which manages the operations and activities of TGE.

For additional information, see “Special Factors—Interests of Certain Persons in the Merger” and “Information Concerning the Blackstone Parties.”

The Merger

Pursuant to the Agreement and Plan of Merger, dated as of December 16, 2019 (the “Merger Agreement”), by and among TGE, TGE GP, Buyer and Buyer Sub, Buyer will merge with and into TGE (the “Merger”), with TGE surviving the Merger and continuing to exist as a Delaware limited partnership. The Merger will become effective upon the filing of a properly executed certificate of merger with the Secretary of State of the State of Delaware or at such later date and time as may be agreed to by the parties to the Merger Agreement and expressed in the certificate of merger as the effective date and time of the Merger (the “Effective Time”). Through the Merger, the Sponsors and the limited partners of Buyer immediately prior to the Effective Time will become the owners of all of the outstanding Class A shares.

A copy of the Merger Agreement is attached as Annex A to this proxy statement and is incorporated herein by reference. You should read carefully the Merger Agreement in its entirety because it, and not this proxy statement, is the legal document that governs the terms of the transactions contemplated by the Merger Agreement, including the Merger (such transactions, collectively, the “Transactions”).

For additional information regarding the terms of the Merger Agreement, see “The Merger Agreement.”

The Merger Consideration

At the Effective Time, each issued and outstanding Class A share, except for any Sponsor Shares (as defined below under “Definitions”), will be converted into the right to receive $22.45 in cash without any interest thereon (the “Merger Consideration”).

For additional information regarding the terms of the Merger Consideration, see “The Merger Agreement—The Merger Consideration.”

Effects of the Merger

At the Effective Time, as a result of the Merger and without any action on the part of any of the parties or any TGE Shareholder or other holder of equity or voting securities of the Buyer Parties (as defined below in “Definitions”), TGE or TGE GP, (i) each Class A share (other than Sponsor Shares) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $22.45 per Class A share in cash without any interest thereon, (ii) each Class B share and TE Unit issued and outstanding immediately prior to the Effective Time will be unaffected by the Merger and will be unchanged and remain outstanding, and no consideration will be delivered in respect thereof, and (iii) the General Partner Interest (as defined below in “Definitions”) will be unaffected by the Merger and will be unchanged and remain outstanding, and no consideration will be delivered in respect thereof. Pursuant to the Merger Agreement, TGE has agreed to transfer and deliver to Buyer Sub, and Buyer Sub has agreed to acquire from TGE, the TE Units held by TGE immediately prior to the Effective Time unless otherwise notified in writing by Buyer prior to the Effective Time. As of the Effective Time, all of the Class A shares converted into the right to receive the Merger Consideration will no longer be outstanding and will automatically be cancelled and cease to exist.

If the Merger is completed, (1) TGE Unaffiliated Shareholders (as defined below in “Definitions”) will no longer have an equity interest in TGE, (2) the Class A shares will cease to be traded on the NYSE and (3) the registration of the Class A shares under the Exchange Act will be terminated.

For additional information, see “Special Factors—Effects of the Merger.”

Information about the Shareholder Meeting and Voting

Date, Time and Place

The Shareholder Meeting will be held on April 16, 2020 at 9:00 a.m., Central Time, at the Hilton Garden Inn, 5800 College Boulevard, Overland Park, Kansas 66211.

Purpose

The TGE Shareholders will be asked to consider and vote upon the approval and adoption of the Merger Agreement and the Transactions (such proposal, the “Merger Proposal”).

Record Date; Shareholders Entitled to Vote

The TGE GP Board has fixed March 12, 2020 as the record date for the Shareholder Meeting. TGE Shareholders that own TGE Shares at the close of business on the record date may vote at the Shareholder Meeting. You may cast one vote for each Class A share that you own as of the close of business on the record date. Each holder of Class B shares may cast one vote for each Class B share that such holder owns as of the close of business on the record date. On the record date, there were 179,632,609 Class A shares outstanding and 102,136,875 Class B shares outstanding.

How to Vote

Votes may be cast in person at the Shareholder Meeting or by proxy.

Required TGE Shareholder Vote

TGE GP’s current directors and executive officers beneficially own, collectively, 2,167,783 Class A shares and 103,983 Class B shares as of March 12, 2020. These TGE Shares represent, collectively, approximately 0.81% of the total voting power of TGE’s outstanding voting securities as of such date. TGE currently expects that its directors and executive officers will vote their TGE Shares in favor of the Merger Proposal to be voted on at the Shareholder Meeting. Pursuant to the Lock-Up and Non-Compete Agreements (as defined below in “Special Factors—Interests of Certain Persons in the Merger”), certain current and former directors and officers of TGE GP agreed to vote a total of 3,210,085 Class A shares and 649,832 Class B shares owned by them in a manner consistent with the recommendation of the TGE GP Board during the Lock-Up Period (as defined below in “Information Concerning the Blackstone Parties—Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties”).

For additional information, see “Special Factors—Interests of Certain Persons in the Merger.”

For additional information regarding the Shareholder Meeting, see “Information About the Shareholder Meeting and Voting.”

Reasons for the Conflicts Committee’s Recommendation

By vote at a meeting of the Conflicts Committee on December 16, 2019, the Conflicts Committee unanimously (i) determined that the Merger Agreement, the Transactions, the Support Agreement (as defined below in “Support Agreement”) and the Limited Guaranty (as defined below in “The Merger Agreement—Limited Guaranty”) are in the best interests of TGE and the TGE Unaffiliated Shareholders (as defined below in “Definitions”), (ii) approved the Merger Agreement, the Transactions, the Support Agreement and the Limited Guaranty, such approval constituting “Special Approval” pursuant to Section 7.9(a) of the Partnership Agreement, (iii) directed that the Merger Agreement and the Transactions be submitted to a vote of the TGE Shareholders, and (iv) recommended that the TGE Shareholders approve the Merger Agreement and the Transactions. In evaluating the Merger Agreement, the Transactions, the Support Agreement and the Limited Guaranty, the Conflicts Committee considered information supplied by management of TGE GP and TGE, consulted with its legal and financial advisors, and considered a number of factors in reaching its determination, approval and recommendation.

For a more complete discussion of these items, see “Special Factors—Reasons for the Conflicts Committee’s Recommendation.”

Opinion of Evercore—Financial Advisor to the Conflicts Committee

The Conflicts Committee retained Evercore Group L.L.C. (“Evercore”) to act as its financial advisor in connection with evaluating the Merger. On December 16, 2019, at a meeting of the Conflicts Committee and at

the request of the Conflicts Committee, Evercore rendered its oral opinion to the Conflicts Committee that, as of December 16, 2019, and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the Merger Consideration is fair, from a financial point of view, to the TGE Unaffiliated Shareholders. Evercore subsequently confirmed its oral opinion in a written opinion executed on December 16, 2019, which was delivered to the Conflicts Committee on December 17, 2019. The full text of the written opinion of Evercore, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex C to this proxy statement. Evercore consented to the reference to its opinion and to the inclusion of its opinion in this proxy statement, in each case, in accordance with the terms of Evercore’s written opinion, dated December 16, 2019. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Conflicts Committee in connection with its evaluation of the fairness of the Merger Consideration, from a financial point of view, to the TGE Unaffiliated Shareholders, and did not address any other aspects or implications of the Merger. The summary of the Evercore opinion set forth herein is qualified in its entirety by reference to the full text of the opinion included as Annex C.

For a description of the opinion that the Conflicts Committee received from Evercore, see “Special Factors—Opinion of Evercore—Financial Advisor to the Conflicts Committee.”

Support Agreement

Contemporaneously with the execution and delivery of the Merger Agreement, the Sponsors entered into a support agreement (the “Support Agreement”) with TGE, pursuant to which the Sponsors agreed to vote the 23,652,463 Class A shares and 100,655,121 Class B shares (representing approximately 44.1% of the total voting power of TGE’s outstanding voting securities as of March 12, 2020) held of record and beneficially by the Sponsors in favor of the approval of the Merger Agreement and the Transactions at any meeting of the TGE Shareholders and against any Alternative Proposal (as defined in the Support Agreement).

For additional information, see “The Support Agreement.”

Interests of Certain Persons in the Merger

In considering the recommendation of the Conflicts Committee with respect to the Merger Proposal, the TGE Shareholders holding Class A shares should be aware that certain of the executive officers and directors of TGE GP have interests in the transaction that differ from, or are in addition to, the interests of the holders of Class A shares generally, including:

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pursuant to the agreements (collectively, the “Lock-Up and Non-Compete Agreements”) entered into in connection with the March 2019 Blackstone Acquisition (as defined below in “Information Concerning the Blackstone Parties—Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties”) between Blackstone GP Acquiror and each of David G. Dehaemers, Jr., William R. Moler, Gary J. Brauchle, Doug Johnson, Christopher R. Jones and Eric V. Westphal (the “March Lock-Up Parties”), substantially concurrently with the completion of the Merger, each of the March Lock-Up Parties will sell his Retained Interests (which consist of an aggregate of 3,210,085 Class A shares and 1,481,754 Class B shares (together with an equal number of TE Units)) to Blackstone GP Acquiror or its designees on terms and conditions mutually acceptable to Blackstone GP Acquiror and each such March Lock-Up Party, at a price of $26.25 per Class A share or per Class B share and corresponding TE Unit, $3.82 of which constitutes consideration payable to the March Lock-Up Parties in exchange for foregoing the sale of the Retained Interests at the time of the March

2019 Blackstone Acquisition and agreeing to the restrictions and obligations set forth in the Lock-Up and Non-Compete Agreements (the “Deferred GP Payment”);

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an aggregate of 12,000 TGE EPSs (as defined below in “Definitions”) held in 3,000 TGE EPS increments by each of Guy G. Buckley, Roy N. Cook, Thomas A. Gerke and Terrance D. Towner, each a director of TGE GP, will vest upon consummation of the Merger pursuant to the terms of the applicable TGE LTIP and the applicable award agreement, which TGE EPSs were granted as regular director compensation. Messrs. Cook, Gerke and Towner are also members of the Conflicts Committee.

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except to the extent otherwise expressly set forth in any award of TGE EPSs granted after December 16, 2019, immediately prior to the Effective Time, each award of TGE EPSs held by the executive officers of TGE GP then outstanding will continue to remain outstanding, subject to the terms and conditions (including with respect to vesting and forfeiture) applicable to such award immediately prior to the Effective Time, provided that any performance-based vesting conditions will be waived as of the Effective Time because such vesting conditions were generally tied to achieving distribution targets that are less applicable for a private entity, and such awards of TGE EPSs will be settled at the time provided in the applicable award agreement in an amount of cash per TGE EPS equal to the Fair Market Value (as defined in the applicable TGE LTIP) of a Class A share on the date of settlement;

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each of the current executive officers of TGE GP are expected to continue to serve as executive officers of TGE GP following the Merger; and

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(i) all of the directors and executive officers of TGE GP have a right to indemnification under the organizational documents of TGE GP, the Partnership Agreement and the Merger Agreement, and will receive continued indemnification for their actions as directors and executive officers, (ii) all of the directors of TGE GP have a right to indemnification under indemnity agreements among such directors, on one hand, and TGE and TGE GP, on the other hand, and (iii) the executive officers of TGE GP have a right to indemnification under employment agreements among such executive officers, on one hand, and TGE GP and Tallgrass Management, LLC, on the other hand.

For a complete discussion of these and other items, see “Special Factors—Interests of Certain Persons in the Merger.”

The Merger Agreement

The Merger Agreement is attached to this proxy statement as Annex A and is incorporated by reference into this proxy statement. You are encouraged to read the Merger Agreement in its entirety because it is the legal document that governs the Merger.

Conditions to the Merger

The Merger Agreement provides that the respective obligations of the parties to effect the Merger are subject to the satisfaction (or waiver, if legally permissible) on or prior to the Closing Date of each of the following conditions:

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the TGE Shareholder Approval must have been obtained;

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each filing required or requested, formally or informally, by any U.S. federal governmental authority in connection with the Merger Agreement, the other transaction documents or the Transactions must have been made, any applicable waiting period must have expired or terminated and any clearance or approval by such governmental authority with respect thereto, as applicable, must have been obtained and be in full force and effect; and

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no law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority is in effect enjoining, restraining, preventing or prohibiting the consummation of the Transactions or making the consummation of the Transactions illegal.

The obligation of Buyer to effect the Merger is subject to the satisfaction (or waiver, if legally permissible) on or prior to the Closing Date of the following additional conditions:

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each of TGE and TGE GP must have performed or complied in all material respects with all covenants and obligations required to be performed by it under the Merger Agreement on or prior to the Closing Date;

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there cannot have occurred any event, change, fact, development, circumstance, condition or occurrence with respect to the TGE Entities that has had or would, individually or in the aggregate, reasonably be expected to have a material adverse effect, between the date of execution of the Merger Agreement and the Closing Date; and

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Buyer must have received a certificate signed by an executive officer of TGE GP, dated the Closing Date, certifying as to the matters set forth above.

The obligation of TGE to effect the Merger is subject to the satisfaction (or waiver, if legally permissible) on or prior to the Closing Date of the following additional conditions:

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each of the representations and warranties of the Buyer Parties contained in the Merger Agreement must be true and correct as of the date of execution of the Merger Agreement and upon the Closing Date with the same effect as though all such representations and warranties had been made on the Closing Date (except for any such representations and warranties made as of an earlier date, which must be true and correct as of such date), subject to certain standards described in “The Merger Agreement—Conditions to the Merger”;

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each Buyer Party must have performed or complied in all material respects with all covenants and obligations required to be performed by it under the Merger Agreement on or prior to the Closing Date; and

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TGE must have received a certificate signed by an executive officer of Buyer, dated the Closing Date, certifying as to the matters set forth above.

Termination

The Merger Agreement may be terminated, and the Transactions may be abandoned at any time prior to the Effective Time:

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by the mutual written agreement of TGE and Buyer;

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by either of TGE or Buyer:

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effect and final and nonappealable, except that a party may not terminate the Merger Agreement on this basis if the law, injunction, judgment or ruling in effect was primarily due to the failure of, in the case of TGE, either TGE GP or TGE, and in the case of Buyer, any Buyer Party, to perform in all material respects any of its obligations under the Merger Agreement;

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if the Closing has not been consummated on or before July 16, 2020 (the “Outside Date”), except that a party may not terminate the Merger Agreement on this basis if the failure of the Closing to occur by the Outside Date was primarily due to the failure of, in the case of TGE, either TGE or TGE GP, and in the case of Buyer, any Buyer Party, to perform and comply in all material respects with the covenants and agreements to be performed or complied with by it prior to the Closing Date; or

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if the Shareholder Meeting has concluded and the TGE Shareholder Approval has not been obtained.

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by Buyer, if:

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a TGE Adverse Recommendation Change (as defined below in “The Merger Agreement—TGE Recommendation and TGE Adverse Recommendation Change”) has occurred, unless the TGE Shareholder Approval has occurred;

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either TGE or TGE GP has breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement, or if any of the representations or warranties of TGE or TGE GP set forth in the Merger Agreement fail to be true, which breach or failure (i) would give rise to the failure of a condition to Closing if it occurred or was continuing as of the Closing Date and (ii) cannot be cured, or is not cured by TGE or TGE GP, by the earlier of (x) 30 days following receipt of written notice from Buyer of such breach or failure or (y) the Outside Date; provided, however, that Buyer does not have the right to terminate the Merger Agreement on this basis if any Buyer Party is then in material breach of any of its representations, warranties, covenants or agreements contained in the Merger Agreement;

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by TGE, if:

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any Buyer Party has breached or failed to perform any of its representations, warranties, covenants or agreements set forth in the Merger Agreement or the Support Agreement, or if any such representations or warranties of the Buyer Parties set forth in the Merger Agreement fail to be true, which breach or failure (i) would give rise to the failure of a condition to Closing if it occurred or was continuing as of the Closing Date and (ii) cannot be cured, or is not cured by the Buyer Parties, by the earlier of (x) 30 days following receipt of written notice from TGE of such breach or failure or (y) the Outside Date; provided, however, that TGE does not have the right to terminate the Merger Agreement on this basis if either TGE or TGE GP is then in material breach of any of its representations, warranties, covenants or agreements contained in the Merger Agreement; or

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Termination Fees

If the Merger Agreement is terminated by Buyer in connection with a TGE Adverse Recommendation Change (as defined below in “The Merger Agreement—TGE Recommendation and TGE Adverse Recommendation Change”) or as a result of a breach by any of TGE or TGE GP of its representations, warranties, covenants or agreements under the Merger Agreement, TGE will promptly, but in no event later than ten business days after the date of such termination, cause TE to pay to Buyer a termination fee in an amount equal to $70 million. If the Merger Agreement is terminated by TGE due to a breach by any Buyer Party of its representations, warranties, covenants or agreements under the Merger Agreement or following a Closing Failure Notice, Buyer or its designee will promptly, but in no event later than ten business days after the date of such termination, pay or cause to be paid to TGE a termination fee in an amount equal to $105 million.

Effect of Termination; Remedies

In the event of termination of the Merger Agreement in accordance with the provisions described above in “—Termination,” the Merger Agreement (other than the provisions described above in “—Termination Fees” and certain other specific sections of the Merger Agreement) will become null and void and of no further force and effect, and the parties shall be relieved of their duties and obligations arising under Merger Agreement (other than the provisions described above in “—Termination Fees” and certain other specific sections of the Merger Agreement) and the parties will have no further liability under the Merger Agreement, except that the parties will continue to be liable for fraud or willful breach of the Merger Agreement.

For more information regarding the effect of termination and remedies, see “The Merger Agreement—Effect of Termination; Remedies” and “The Merger Agreement—Specific Performance.” For more information regarding the terms of the Merger Agreement, see “The Merger Agreement.”

Limited Guaranty

In connection with the Merger Agreement, the Guarantors (as defined below in “The Merger Agreement—Limited Guaranty”) entered into a Limited Guaranty in favor of TGE (the “Limited Guaranty”). Pursuant to the Limited Guaranty, each Guarantor has agreed to absolutely, irrevocably and unconditionally guarantee to TGE the due and punctual payment when due of the Guarantor’s percentage of the termination fee payment obligations of Buyer and any accrued interest thereon under the terms of the Merger Agreement. The Limited Guaranty will terminate under certain circumstances described in “The Merger Agreement—Limited Guaranty.”

Expenses Relating to the Merger

Under the terms of the Merger Agreement, except for any termination fees described in “The Merger Agreement—Termination Fees” and certain expenses related to the debt financing described below, all fees and expenses incurred in connection with the Transactions, including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of the Merger Agreement and the Transactions will be borne by the respective party incurring such fees and expenses.

For more information regarding the parties’ expenses, see “Special Factors—Estimated Fees and Expenses.”

Financing of the Merger

Concurrently with the execution of the Merger Agreement, Buyer entered into a debt commitment letter (as amended from time to time, the “Debt Commitment Letter”) and an alternative debt commitment letter (the “Alternative Debt Commitment Letter”), each with Credit Suisse Loan Funding LLC, Credit Suisse AG,

Citigroup Global Markets Inc. and Jefferies Finance LLC (collectively, the “Financing Banks”), pursuant to which the Financing Banks committed, subject to the terms and conditions set forth therein, to provide debt financing in an aggregate principal amount of up to $575 million to fund a portion of the Merger Consideration. The terms of the Debt Commitment Letter and the Alternative Debt Commitment Letter are subject in all respects to a side letter agreement (as amended from time to time, the “Debt Commitment Side Letter”) between the Financing Banks and the Buyer, pursuant to which the parties thereto agreed, among other things, that the Financing Banks will only be required to provide financing pursuant to the Debt Commitment Letter or the Alternative Debt Commitment Letter (but not both) in accordance with, and subject to, their respective terms and conditions. On January 24, 2020, the Debt Commitment Letter and the Debt Commitment Side Letter were each amended and restated to add MUFG Bank, Ltd. and Blackstone Holdings Finance Co. L.L.C. as Financing Banks party thereto. On January 31, 2020, Buyer delivered notice under the Debt Commitment Side Letter of its election to pursue the financing contemplated under the Debt Commitment Letter, thereby terminating the Alternative Debt Commitment Letter.

In addition, concurrently with the execution of the Merger Agreement, Buyer entered into an equity commitment letter (the “Equity Commitment Letter” and together with the Debt Commitment Letter (or the Alternative Debt Commitment Letter, if applicable), the “Commitment Letters”), with Blackstone Infrastructure Prairie Partners L.P., BIP Aggregator (USRPHC) L.P., BIP Aggregator Q L.P., Blackstone Infrastructure Partners—V L.P., Jasmine Ventures Pte. Ltd., Enagás Holding USA, S.L.U., Enagas U.S.A. LLC, Prairie Secondary Acquiror LP, Prairie Secondary Acquiror E LP and L5 Investment Holdings LP (collectively, the “Equity Commitment Sponsors”), pursuant to which the Equity Commitment Sponsors committed, subject to the terms and conditions set forth therein, to purchase, or cause the purchase of, equity of Buyer, for an aggregate amount in cash of up to approximately $2.9 billion to fund a portion of the Merger Consideration.

Buyer has represented to TGE and TGE GP that the aggregate proceeds contemplated by the Commitment Letters (subject to any replacement of debt financing thereof with other debt financing as permitted by the Merger Agreement), when taken together with funds from the TE Distribution Account (as defined in “The Merger Agreement—Distributions”) and available borrowings under the TEP Credit Agreement (as defined below in “Definitions”) will be sufficient to consummate the Merger and the related transactions, including payment of the Merger Consideration and any fees and expenses of or payable by the Buyer Parties under the Merger Agreement and the Commitment Letters that are due and payable on the Closing Date (the “Required Amount”).

If the Merger is consummated, Buyer currently expects to fund the Required Amount with (i) approximately $2.9 billion in proceeds of equity financing contemplated pursuant to the Equity Commitment Letter and related definitive agreements, (ii) approximately $375 million in borrowings under the Debt Commitment Letter and related definitive agreements, (iii) approximately $37.5 million of funds released from the Sponsor Entities’ debt service reserve account for their term loan facility and (iv) approximately $245 million in borrowings under the TEP Credit Agreement. Buyer’s obligation to close the Merger is not conditioned on its ability to obtain financing. For additional information, see “Special Factors—Financing of the Merger.”

Certain Material U.S. Federal Income Tax Consequences of the Merger

The receipt of cash in exchange for Class A shares pursuant to the Merger Agreement will be a taxable transaction for U.S. federal income tax purposes to U.S. holders (as defined in “Certain Material U.S. Federal Income Tax Consequences”). A U.S. holder that holds Class A shares as capital assets will generally recognize capital gain or loss on the receipt of cash in exchange for Class A shares equal to the difference, if any, between the cash the U.S. holder receives in the Merger and the U.S. holder’s adjusted tax basis in those Class A shares, as determined on a block-by-block basis.

The U.S. federal income tax consequences of the Merger to a holder of Class A shares will depend on such shareholder’s own tax situation. Accordingly, you are strongly urged to consult your own tax advisor for a full understanding of the particular tax consequences of the Merger to you.

Please read “Certain Material U.S. Federal Income Tax Consequences” for a more complete discussion of certain material U.S. federal income tax consequences of the Merger, including with respect to a holder of Class A shares that is a non-U.S. holder (as defined in “Certain Material U.S. Federal Income Tax Consequences”).

No Dissenters’ or Appraisal Rights

Under the Delaware Revised Uniform Limited Partnership Act and the Partnership Agreement, there are no dissenters’ or appraisal rights for the TGE Shareholders with respect to the Transactions.

For additional information, see “Special Factors—No Dissenters’ or Appraisal Rights.”

Regulatory Approvals Required for the Merger

In connection with the Merger, TGE intends to make all required filings under the Exchange Act, as well as any required filings with the NYSE and the Secretary of State of the State of Delaware. None of TGE, TGE GP or the Blackstone Parties is aware of any federal or state regulatory approval required in connection with the Merger, other than compliance with applicable federal securities laws and applicable Delaware law.

For additional information, see “The Merger Agreement—The Merger.”

Accounting Treatment

The Merger will be accounted for in accordance with Financial Accounting Standards Board Accounting Standards Codification 810, Consolidation. As entities affiliated with Blackstone currently control TGE and will continue to control TGE after the Merger, the changes in such entities’ ownership interests in TGE will be accounted for as an equity transaction and no gain or loss on the Merger will be recognized in their respective statements of operations.

For additional information, see “Special Factors—Accounting Treatment.”

Delisting and Deregistration of Class A Shares

Upon completion of the Merger, the Class A shares currently listed on the NYSE will cease to be listed on the NYSE and will be subsequently deregistered under the Exchange Act.

For additional information, see “Delisting and Deregistration of Class A Shares.”

DEFINITIONS

The following terms have the meanings set forth below for purposes of this proxy statement, unless the context otherwise indicates:

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“Affiliate” has the meaning set forth in Rule 405 under the Securities Act of 1933, unless otherwise expressly stated herein; provided, however, that, prior to the Closing Date, except where otherwise expressly provided, none of the TGE Entities shall be considered Affiliates of any of the Buyer Parties, and none of the Buyer Parties shall be considered Affiliates of any of the TGE Entities.

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“Blackstone” means, collectively, the Sponsors, Holdings Manager, Blackstone Infrastructure Associates L.P., a Delaware limited partnership, BIA GP L.P., a Delaware limited partnership, BIA GP L.L.C., a Delaware limited liability company, Blackstone Holdings II L.P., a Delaware limited partnership Blackstone Holdings I/II GP L.L.C., a Delaware limited liability company, The Blackstone Group Inc., a Delaware corporation, and Blackstone Group Management L.L.C., a Delaware limited liability company.

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“Blackstone Parties” means the Buyer Parties, the Sponsors and Blackstone GP Acquiror.

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“Buyer Parties” means Buyer and Buyer Sub.

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“Closing Date” means the date on which the closing of the Transactions occurs.

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“Equityholders Agreement” means that certain Equityholders Agreement, dated as of March 11, 2019, by and among Jasmine Ventures Pte. Ltd., BIP Aggregator Q L.P., Blackstone Infrastructure Partners—V L.P., Blackstone Infrastructure Associates L.P., Enagás Holding USA, S.L.U, Enagas U.S.A. LLC, Holdings Manager, BIP Prairie E L.P., BIP Prairie E Manager L.L.C., Prairie Non-ECI Aggregator LP, Prairie Non-ECI Acquiror Holdco LP, Prairie Non-ECI Acquiror LP, Prairie ECI Aggregator LP, Prairie ECI Acquiror Holdco LP, Prairie ECI Acquiror LP, Prairie VCOC Aggregator LP, Prairie VCOC Acquiror Holdco LP, Prairie VCOC Acquiror LP, Prairie Secondary Acquiror LP and Blackstone GP Acquiror.

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“General Partner Interest” means the General Partner Interest as such term is defined in the Partnership Agreement.

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“Sponsor Shares” means each Class A share and Class B share that is, as of immediately prior to the Effective Time, held by the Sponsors or their respective permitted transferees under the Equityholders Agreement.

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“Sponsors” means Prairie Non-ECI Acquiror LP, a Delaware limited partnership, Prairie ECI Acquiror LP, a Delaware limited partnership, Prairie VCOC Acquiror LP, a Delaware limited partnership, Prairie Secondary Acquiror LP, a Delaware limited partnership, and Prairie Secondary Acquiror E LP, a Delaware limited partnership.

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“TEP” means Tallgrass Energy Partners, LP, a Delaware limited partnership.

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“TEP Credit Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of June 2, 2017, by and among TEP, as borrower, Wells Fargo, National Association, as administrative agent, and each lender party thereto from time to time, as amended from time to time, including pursuant to that certain First Amendment to Second Amended and Restated Credit Agreement, dated as of July 26, 2018.

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“TGE Entities” means TGE, TGE GP, TE and their respective subsidiaries.

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“TGE EPS” means an “Equity Participation Share,” as defined in the applicable TGE LTIP.

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“TGE LTIP” means the Tallgrass Energy GP, LLC Long-Term Incentive Plan, effective August 2, 2018, as amended from time to time and including any successor or replacement plan or plans, and any

and all award agreements granted thereunder, and the Tallgrass MLP GP, LLC Long-Term Incentive Plan, effective August 2, 2018, as amended from time to time and including any successor or replacement plan or plans, and any and all award agreements granted thereunder.

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“TGE Unaffiliated Shareholders” means the holders of Class A shares, other than TGE GP and its Affiliates, including, for purposes of this definition, the Buyer Parties, the Sponsors and their Affiliates.

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“Unaffiliated Class B Limited Partners” means the holders of Class B shares other than the Sponsors as of immediately prior to the Effective Time.

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“Unaffiliated Class B Shares” means each Class B share held by the Unaffiliated Class B Limited Partners.

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SHAREHOLDER MEETING

Important Information and Risks. The following are brief answers to some questions that you may have regarding the Merger Proposal and the Shareholder Meeting. You should read and consider carefully the remainder of this proxy statement because the information in this section does not provide all of the information that might be important to you. Additional important information and descriptions of risk factors are also contained in the documents incorporated by reference into this proxy statement. Please read “Where You Can Find More Information” beginning on page 143.

Q:	Why am I receiving these materials?

The Blackstone Parties have agreed to acquire all outstanding Class A shares not already owned by the Sponsors by merging Buyer with and into TGE, with TGE surviving the Merger and continuing to exist as a Delaware limited partnership. The Merger cannot be completed without the approval of holders of a majority of the outstanding Class A shares and Class B shares, voting together as a single class. TGE GP is sending this proxy statement in connection with its solicitation of your proxy for use at the Shareholder Meeting because you owned Class A shares and/or Class B shares at the close of business on March 12, 2020, the record date for the Shareholder Meeting, and therefore, are entitled to vote at the Shareholder Meeting.

Q:	On what am I being asked to vote?

A:	You are being asked to consider and vote on the Merger Proposal.

Q:	What is the Merger Proposal?

On December 16, 2019, TGE, TGE GP, Buyer and Buyer Sub entered into the Merger Agreement. Pursuant to the Merger Agreement, Buyer will merge with and into TGE, with TGE surviving the Merger and continuing to exist as a Delaware limited partnership. At the Effective Time, each issued and outstanding Class A share, except for any Sponsor Shares, will be converted into the right to receive $22.45 in cash without any interest thereon.

You are being asked to approve and adopt the Merger Agreement, a copy of which is attached as Annex A to this proxy statement, as such agreement may be amended from time to time, and the Transactions.

Q:	What will I, as a holder of Class A shares, receive if the Merger is completed?

A:	Upon completion of the Merger, you will be entitled to receive in respect of each Class A share, other than Sponsor Shares, held by you immediately prior to the Effective Time, $22.45 per Class A share in cash without any interest thereon.

For additional information, see “The Merger Agreement—The Merger Consideration.”

Q:	What will holders of TGE EPSs receive if the Merger is completed?

Except to the extent otherwise expressly set forth in any award of TGE EPSs granted after December 16, 2019, as of the Effective Time, each award of TGE EPSs then outstanding will continue to remain outstanding, subject to the terms and conditions (including with respect to vesting and forfeiture) applicable to such award immediately prior to the Effective Time, provided that any performance-based vesting conditions will be waived as of the Effective Time because such vesting conditions were generally tied to achieving distribution targets that are less applicable for a private entity, and such awards of TGE EPSs will be settled at the time provided in the applicable award agreement in an amount of cash per TGE EPS equal to the Fair Market Value (as defined in the applicable TGE LTIP) of a Class A share on the date of settlement.

An aggregate of 12,000 TGE EPSs held in 3,000 TGE EPS increments by each of Guy G. Buckley, Roy N. Cook, Thomas A. Gerke and Terrance D. Towner, each a director of TGE GP, will vest upon consummation of the Merger pursuant to the terms of the TGE LTIP and the applicable award agreement. Messrs. Cook, Gerke and Towner are also members of the Conflicts Committee.

For additional information, see “The Merger Agreement—Treatment of Equity Awards.”

Q:	What will the holders of Class B shares receive if the Merger is completed?

At the Effective Time, as a result of the Merger and without any action on the part of any of the parties, any TGE Shareholder or other holder of equity or voting securities of the Buyer Parties, TGE or TGE GP, each Class B share issued and outstanding immediately prior to the Effective Time will be unaffected by the Merger and will be unchanged and remain outstanding, and no consideration will be delivered in respect thereof. For additional information, see “The Merger Agreement—The Merger.”

As further described in “Information Concerning the Blackstone Parties—Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties,” all of the 1,481,754 outstanding Unaffiliated Class B Shares constitute Retained Interests and, pursuant to the Lock-Up and Non-Compete Agreements, substantially concurrently with the consummation of the Merger, the March Lock-Up Parties will sell to Blackstone GP Acquiror or its designees all of the 1,481,754 outstanding Unaffiliated Class B Shares constituting Retained Interests, together with the corresponding TE Units, at a price of $26.25 per Class B share and corresponding TE Unit, $3.82 of which constitutes the Deferred GP Payment, on terms and conditions mutually acceptable to Blackstone GP Acquiror and each such March Lock-Up Party.

Q:	Will quarterly distributions be paid pending the consummation of the Transactions?

TGE has agreed in the Merger Agreement to not pay any distributions with respect to its Class A shares and to not permit TE to pay any distributions on its TE Units during the pendency of the transactions contemplated by the Merger Agreement, in each case, without the prior written consent of Buyer. However, in the event the Merger Agreement is terminated, the TGE GP Board will promptly fix a record date and declare and pay a distribution to the holders of Class A shares in an amount equal to the amount of distributions that otherwise would have been paid during the pendency of the transactions contemplated by the Merger Agreement, all in accordance with the Partnership Agreement.

Q:	How does the $22.45 per share Merger Consideration compare to the market price of Class A shares prior to the execution of the Merger Agreement?

The $22.45 per share Merger Consideration represents a premium of approximately (1) 56.4% to the $14.35 closing price per Class A share on August 27, 2019, the last trading day prior to the public announcement of Blackstone’s initial offer to acquire all of the outstanding Class A shares for $19.50 per share in cash, and (2) 22.7% to the $18.29 closing price per Class A share on December 16, 2019, the last trading day prior to the public announcement of the Merger Agreement and the Transactions. See “Market Price and Cash Distribution Information.”

Q:	Where and when is the Shareholder Meeting?

A:	The Shareholder Meeting will be held on April 16, 2020 at 9:00 a.m., Central Time, at the Hilton Garden Inn, 5800 College Boulevard, Overland Park, Kansas 66211.

Q:	How does the Conflicts Committee recommend that I vote?

including the TGE Unaffiliated Shareholders, and has approved the Merger Agreement, the Transactions, the Support Agreement and the Limited Guaranty. Since the TGE GP Board empowered the Conflicts Committee with all the power of the TGE GP Board with respect to the Merger Agreement and the Transactions, the Conflicts Committee, acting on behalf of TGE GP, in its capacity as the general partner of TGE, and on behalf of TGE, also directed that the Merger Agreement and the Transactions be submitted to a vote of the TGE Shareholders in accordance with the Partnership Agreement and recommended the approval of the Merger Agreement and the Transactions by the TGE Shareholders.

Accordingly, the Conflicts Committee recommends that the TGE Shareholders vote “FOR” the Merger Proposal.

For additional information, see “Special Factors—Reasons for the Conflicts Committee’s Recommendation.”

Q:	What constitutes a quorum?

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are present in person at the Shareholder Meeting; or

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have submitted and not revoked a properly executed proxy card or properly submitted and not revoked your proxy via telephone or the Internet.

Proxies received but marked as abstentions will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum. A broker non-vote will also be considered present at the Shareholder Meeting for purposes of determining the presence of a quorum but cannot be included in the vote. Abstentions and broker non-votes have the same effect as a vote against the Merger for purposes of the vote required under the Merger Agreement and the Partnership Agreement.

Q:	What is a proxy?

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your Class A shares and/or Class B shares. The written document describing the matters to be considered and voted on at the Shareholder Meeting is called a “proxy statement.” A “proxy card” is a document used to designate a proxy to vote your Class A shares and/or Class B shares.

For additional information, see “Information about the Shareholder Meeting and Voting.”

Q:	If a TGE Shareholder gives a proxy, how are its Class A shares and/or Class B shares voted?

Regardless of how you choose to vote, the individuals named on the enclosed proxy card will vote your Class A shares and/or Class B shares in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your Class A shares and/or Class B shares should be voted “FOR” or “AGAINST,” or whether you wish to “ABSTAIN” from voting, on the specific item of business to come before the Shareholder Meeting.

If you own Class A shares and/or Class B shares that are directly registered in your name with the transfer agent and return a signed proxy card or submit your proxy via the Internet or by telephone but do not indicate how you wish your Class A shares and/or Class B shares to be voted, Class A shares and/or Class B shares represented by your properly submitted proxy card will be voted “FOR” the Merger Proposal.

For additional information, see “Information about the Shareholder Meeting and Voting.”

Q:	What can I do if I change my mind after I have submitted a proxy for my Class A shares and/or Class B shares?

A:	If your Class A shares and/or Class B shares are registered directly in your name with the transfer agent, you may revoke your proxy at any time before it is voted at the Shareholder Meeting by:

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submitting a proxy again prior to the Shareholder Meeting through any of the methods available to you;

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giving written notice of revocation to the general counsel of TGE GP, which must be received by the general counsel of TGE GP by the time the Shareholder Meeting begins; or

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attending the Shareholder Meeting and voting your Class A shares and/or Class B shares in person.

If your Class A shares and/or Class B shares are held through a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies. If your bank, broker or other nominee allows you to submit your proxy via telephone or Internet, you may be able to change your proxy by submitting a proxy again by telephone or Internet.

For additional information, see “Information about the Shareholder Meeting and Voting.”

Q:	What is the record date for the Shareholder Meeting?

A:	The record date for the Shareholder Meeting is March 12, 2020. Only holders of TGE Shares at the close of business on the record date are entitled to notice of, and to vote at, the Shareholder Meeting.

For additional information, see “Information about the Shareholder Meeting and Voting.”

Q:	What is the vote required of TGE Shareholders to approve and adopt the Merger Agreement and the Transactions?

Pursuant to the Merger Agreement and the Partnership Agreement, holders of a majority of the outstanding Class A shares and Class B shares, voting together as a single class, must affirmatively vote in favor of the Merger Proposal in order for it to be approved and adopted. Failures to vote, in addition to abstentions and broker non-votes, will have the same effect as a vote against the Merger Proposal for purposes of the vote required under the Merger Agreement and the Partnership Agreement. Your vote is important.

Contemporaneously with the execution and delivery of the Merger Agreement, the Sponsors entered into the Support Agreement with TGE, pursuant to which the Sponsors agreed to vote the 23,652,463 Class A shares and 100,655,121 Class B shares (representing approximately 44.1% of the total voting power of TGE’s outstanding voting securities as of March 12, 2020) held of record and beneficially by the Sponsors in favor of the approval of the Merger Agreement and the Transactions at any meeting of the TGE Shareholders.

Q:	How do I vote my Class A shares and/or Class B shares if I hold such shares in my own name?

After reading this proxy statement carefully, please respond by completing, signing and dating your proxy card and returning in the enclosed postage-paid envelope, or by submitting your proxy by telephone or the Internet as soon as possible in accordance with the instructions provided under “Information about the Shareholder Meeting and Voting—Submitting a Proxy Card” and “Information about the Shareholder Meeting and Voting—Submitting a Proxy via Telephone or Internet.”

Q:	If my TGE Shares are held in “street name” by my bank, broker or other nominee, will my bank, broker or nominee vote my TGE Shares for me?

A:	Your bank, broker or other nominee will only be permitted to vote your TGE Shares if you instruct the bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or

other nominee regarding the voting of your TGE Shares. Banks, brokers or other nominees who hold TGE Shares in “street name” for customers only have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters, such as the Merger Proposal, and, as a result, absent specific instructions from the beneficial owner of such TGE Shares, banks, brokers or other nominees are not empowered to vote those TGE Shares on such non-routine matters. Accordingly, if you do not instruct your bank, broker or other nominee to vote your TGE Shares, your TGE Shares will not be voted, and this will have the same effect as a vote cast “AGAINST” the Merger Proposal.

Q:	What does it mean if I get more than one proxy card?

If you received more than one proxy card, your Class A shares and/or Class B shares are likely registered in different names or with different addresses or are in more than one account. You must separately submit each proxy card that you receive in order for all of your Class A shares and/or Class B shares to be voted at the meeting.

For additional information, see “Information about the Shareholder Meeting and Voting.”

Q:	What happens if I sell my TGE Shares before the Shareholder Meeting?

The record date for TGE Shares entitled to vote at the Shareholder Meeting is earlier than both the date of the Shareholder Meeting and the consummation of the Merger. If you transfer your TGE Shares after the record date of the Shareholder Meeting but before the Shareholder Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your TGE Shares and each of you notifies TGE in writing of such special arrangements, you will retain your right to vote such TGE Shares at the Shareholder Meeting but will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you transfer your TGE Shares.

For additional information, see “Information about the Shareholder Meeting and Voting.”

Q:	What happens if I sell my TGE Shares after the Shareholder Meeting but before the Closing Date?

If you transfer your TGE Shares after the Shareholder Meeting but before the Closing Date, you will have transferred the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you transfer your TGE Shares. In order to receive the Merger Consideration, you must hold your TGE Shares through completion of the Merger.

Q:	Who will solicit and pay the cost of soliciting proxies?

TGE has engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies for the Shareholder Meeting. MacKenzie Partners, Inc. will be paid approximately $7,500 by TGE for these and other consulting, analytic and advisory services in connection with the Shareholder Meeting. In addition, TGE has agreed to reimburse MacKenzie Partners, Inc. for certain fees and expenses and will also indemnify MacKenzie Partners, Inc., and its directors, officers, employees and agents against certain claims, liabilities, losses, damages, expenses and/or judgments. Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of Class A shares and Class B shares, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses.

Proxies also may be solicited by TGE GP’s and its Affiliates’ directors, officers and employees by telephone, electronic mail, letter, facsimile or in person, but no additional compensation will be paid to them.

Q:	How will I receive the Merger Consideration to which I am entitled?

Promptly after the consummation of the Transactions, American Stock Transfer & Trust Company, LLC, as paying agent (the “Paying Agent”), will mail or provide to each holder of record of Class A shares certain transmittal materials and instructions for use in effecting the surrender of Class A shares to the Paying Agent. If your Class A shares are held in “street name” through a bank, broker or other nominee, you should contact your bank, broker or other nominee for instructions as to how to effect the surrender of your “street name” Class A shares in exchange for the Merger Consideration.

For additional information, see “The Merger Agreement—Surrender of Class A Shares.”

Q:	How many votes do I have?

A:	You are entitled to one vote for each Class A share owned by you and one vote for each Class B share owned by you as of the record date, March 12, 2020.

Q:	Where can I find the voting results of the Shareholder Meeting?

A:	The preliminary voting results are expected to be announced at the Shareholder Meeting. In addition, within four business days following the certification of the final voting results, TGE will file the final voting results with the SEC on a Current Report on Form 8-K.

Q:	When do you expect the Transactions to be completed?

A:	Assuming timely satisfaction of other closing conditions, including the approval by the TGE Shareholders of the Merger Proposal, the Transactions are targeted to close in the second quarter of 2020.

Q:	What conditions must be satisfied to complete the Transactions?

A number of conditions must be satisfied before TGE, TGE GP, Buyer and Buyer Sub can complete the Transactions, including approval by the TGE Shareholders of the Merger Proposal. Although TGE cannot be sure when all of the conditions to the Merger will be satisfied, TGE expects to complete the Merger as soon as practicable following the Shareholder Meeting (assuming the Merger Proposal is approved by the TGE Shareholders).

For additional information, please see “The Merger Agreement—Conditions to the Merger.”

Q:	What if the Transactions are not completed?

If the Merger Proposal is not approved by the TGE Shareholders, or if the Transactions are not completed for any other reason, you will not receive the Merger Consideration for your Class A shares in connection with the Transactions, you will continue to own the Class A shares that you currently own, and the Class A shares will continue to be listed on the NYSE.

Q:	Are TGE Shareholders entitled to dissenters’ or appraisal rights?

A:	No. TGE Shareholders do not have dissenters’ or appraisal rights under applicable law or contractual dissenters’ or appraisal rights under the Partnership Agreement or the Merger Agreement.

Q:	What are the expected material U.S. federal income tax consequences of the Merger to a holder of Class A shares that is a U.S. holder?

A:	The receipt of cash in exchange for Class A shares pursuant to the Merger Agreement will be a taxable transaction for U.S. federal income tax purposes to U.S. holders (as defined in “Certain Material U.S.

Federal Income Tax Consequences”). A U.S. holder that holds Class A shares as capital assets will generally recognize capital gain or loss on the receipt of cash in exchange for Class A shares equal to the difference, if any, between the cash the U.S. holder receives in the Merger and the U.S. holder’s adjusted tax basis in those Class A shares, as determined on a block-by-block basis.

Q:	What is “householding”?

Banks, brokers and other nominees may be participating in the practice of “householding” proxy statements and annual reports. As indicated in the notice provided by these banks, brokers and other nominees to TGE Shareholders, a single proxy statement will be delivered to multiple TGE Shareholders sharing an address unless contrary instructions have been received from an affected TGE Shareholder. Once you have received notice from your bank, broker or other nominee that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you would prefer to receive separate copies of the proxy statement either now or in the future, please contact your bank, broker or other nominee or contact TGE’s proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885 or (212) 929-5500 or at proxy@mackenziepartners.com, or contact TGE by written or oral request to TGE at 4200 W. 115th Street, Suite 350, Leawood, Kansas 66211 or by telephone at (913) 928-6060.

Q:	Who can help answer my questions?

If you have any questions about the Merger Proposal, need additional copies of this proxy statement or the enclosed proxy card or require assistance in voting your Class A shares and/or Class B shares, you should contact TGE’s proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885 or (212) 929-5500 or at proxy@mackenziepartners.com.

SPECIAL FACTORS

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should read carefully the Merger Agreement in its entirety because it, and not this proxy statement, is the legal document that governs the terms of the Transactions, including the Merger.

Background of the Merger

In the spring of 2018, representatives of Blackstone determined that it had an interest in a potential investment in TGE. At such time, TGE was controlled by a sponsor group consisting of affiliates of The Energy & Minerals Group (“EMG”), affiliates of Kelso & Co. (“Kelso”) and Tallgrass KC, LLC (“Tallgrass KC”), an entity majority owned and controlled by Mr. David G. Dehaemers, Jr., the then-President and Chief Executive Officer of TGE GP. Other then-current and former members of TGE management also own equity in Tallgrass KC, including Messrs. William R. Moler, the then-Executive Vice President and Chief Operating Officer of TGE GP, Gary J. Brauchle, the then-Executive Vice President and Chief Financial Officer of TGE GP, Christopher R. Jones, the Executive Vice President, General Counsel and Secretary of TGE GP, Doug Johnson, the then-Segment President of Crude Oil Transportation of TGE GP and Eric V. Westphal, the then-Senior Vice President of Human Resources, IT and Corporate Risk of TGE GP. Following the TEP and TGE combination in June 2018, EMG, Kelso and Tallgrass KC (collectively, the “Former Sponsor Group”) together with certain other individuals and entities collectively owned (i) 100% of the limited liability company interests in TGE GP (the “GP Interests”) and (ii) Class A shares and Class B shares, together with related TE Units, that comprised approximately 44.7% of the limited partner interests in TGE.

During the spring, summer and fall of 2018, representatives of Blackstone, including Messrs. Sean T. Klimczak, Global Head of Infrastructure, Wallace C. Henderson, Senior Managing Director in the Infrastructure Group, and Matthew Runkle, Managing Director in the Infrastructure Group, engaged in discussions with representatives of the Former Sponsor Group, including Mr. Dehaemers, Mr. John T. Raymond, Managing Partner and Chief Executive Officer of EMG and Mr. Frank Loverro, Co-Chief Executive Officer of Kelso, regarding the possibility of an investment by Blackstone in TGE that would involve the acquisition by Blackstone of TGE GP and all or substantially all of the Class A shares, Class B shares and TE Units held by the Former Sponsor Group. The focus of these preliminary discussions was on the possible price at which any investment would be made, potential investment structures, and the scope and nature of the ongoing investment in TGE by the continuing TGE management team following any investment by Blackstone.

In December 2018, Blackstone engaged in discussions with representatives of GIC Special Investments Pte. Ltd. (“GIC SI”) regarding a potential equity co-investment in TGE and representatives of Blackstone and GIC SI met with certain members of TGE management in connection with their evaluation of a potential investment in TGE.

On December 12, 2018, Blackstone delivered a letter to the Former Sponsor Group offering to acquire from the Former Sponsor Group (i) the GP Interests and (ii) Class A shares, Class B shares and corresponding TE Units representing an approximate 44% limited partner interest in TGE for total consideration of $26.25 per Class A or Class B share, with the amount to be allocated to the GP Interests to be determined by the parties following further analysis of the value of the GP Interests. In addition, Blackstone proposed that (i) Mr. Dehaemers would retain and not sell to Blackstone some combination of Class A shares or Class B shares valued, in the aggregate, at $100 million (though Mr. Dehaemers would be required to sell to Blackstone his full indirect GP Interest) and (ii) other key management team members that were part of the Former Sponsor Group would also retain one-third of their Class A shares and Class B shares, but sell all of their indirect GP Interests. Upon receipt of the proposal, the Former Sponsor Group agreed to proceed towards negotiating definitive documentation related to a potential sale transaction.

On December 14, 2018, Vinson & Elkins delivered to Mr. Dehaemers and Mr. Jones an initial draft purchase agreement. From December 14, 2018 through January 30, 2019, Vinson & Elkins and Baker Botts L.L.P., counsel to the Former Sponsor Group with respect to the transaction (“Baker Botts”), negotiated the terms of the purchase agreement, including the scope of representations and warranties and post-closing indemnification obligations with respect thereto and the purchase price allocation between the GP Interests and the Class A shares, Class B shares and TE Units.

In addition, during this time period, representatives of Blackstone, together with Vinson & Elkins, negotiated the terms of the Lock-Up and Non-Compete Agreements with the March Lock-Up Parties including: (i) the structure of any rollover arrangement and (ii) the necessity and scope of lock-up obligations and non-compete agreements. During the course of these negotiations, Blackstone stressed to the representatives of the Former Sponsor Group the importance to Blackstone of ensuring key management members were incentivized to further grow the business of TGE following the completion of the acquisition, which would be a significant liquidity event for the March Lock-Up Parties, as well as Blackstone’s unwillingness to proceed with a transaction without strong non-compete agreements with key management team members.

Following extensive negotiations, on January 30, 2019, affiliates of Blackstone entered into a purchase agreement (the “Purchase Agreement”) with Tallgrass Energy Holdings, LLC, a Delaware limited liability company, Tallgrass Holdings, LLC, a Delaware limited liability company, KIA VIII (Rubicon), L.P., a Delaware limited partnership, KEP VI AIV (Rubicon), LLC, a Delaware limited liability company, Tallgrass KC, William R. Moler Revocable Trust, under trust agreement dated August 27, 2013, and David G. Dehaemers, Jr. Revocable Trust, a revocable trust under trust agreement dated April 26, 2006, pursuant to which Blackstone would acquire 100% of the GP Interests, and Class A shares and Class B shares (and related TE Units) representing approximately 44% of the limited partner interests in TGE. Funds managed by Blackstone and an affiliate of GIC SI agreed to fund the equity financing for the transactions contemplated by the Purchase Agreement.

In the Purchase Agreement, the parties agreed to allocate the purchase price such that $22.43 would be paid for each Class A share and each Class B share (together with the corresponding TE Unit), while the product of $3.82 multiplied by the number of Class A shares and Class B shares purchased would be paid for the GP Interests, resulting in an effective price of $26.25 paid per Class A and Class B share. The $22.43 per share price corresponded to the 60-day volume weighted average trading price of the TGE Class A shares prior to December 19, 2018, the last trading day prior to media reports that an investment firm was in discussions to acquire TGE.

In connection with the transactions contemplated by the Purchase Agreement, affiliates of Blackstone also entered into the Lock-Up and Non-Compete Agreements, pursuant to which, among other things, (i) each March Lock-Up Party agreed to retain and not sell its Retained Interests for the Lock-Up Period and (ii) each March Lock-Up Party (other than Mr. Dehaemers, whose employment agreement with TGE GP included non-competition and non-solicitation restrictions that were amended and expanded to three years in connection with the transactions) agreed, for a period beginning on the closing date of the March 2019 Blackstone Acquisition and ending on June 30, 2020, not to (a) compete with TGE GP or any of its subsidiaries in certain geographical locations in which TGE GP and its subsidiaries operate or (b) induce any employee or independent contractor of TGE GP or its subsidiaries to change or end such relationship. The Lock-Up and Non-Compete Agreements also provided that if, at any time during the Lock-Up Period, Blackstone GP Acquiror or its affiliates acquired the outstanding public Class A shares or entered into a definitive agreement to acquire the outstanding public Class A shares, each March Lock-Up Party would have the right to elect to either (A) sell all of his Retained Interests to Blackstone GP Acquiror or its designees at the higher of (i) the price being paid to the public holders of Class A shares by Blackstone GP Acquiror or its affiliates in such transaction (the “LP Unit Price”) or (ii) $26.25 per Class A share (equal to the sum of the $22.43 per Class A share or Class B share, as applicable, and $3.82 per share, representing the Deferred GP Payment) or (B) roll all of his Retained Interests into securities of TE, TGE or their successor entities or holding companies, as applicable, in each case at the

higher of (i) the LP Unit Price or (ii) $26.25 per Class A share or per Class B share and corresponding TE Unit. However, if, at the end of the Lock-Up Period, a take-private transaction had not occurred or an agreement to effect a take-private transaction had not been entered into, then each March Lock-Up Party would have retained his Retained Interests and received from Blackstone GP Acquiror or its designated affiliates $3.82 in cash per each Retained Interest, representing the Deferred GP Payment. The Lock-Up and Non-Compete Agreements were drafted to incentivize management to increase TGE’s share price, as management would benefit from a price increase above $26.25 per Class A share. For further information regarding the Lock-Up and Non-Compete Agreements, please see “Information Concerning the Blackstone Parties—Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties—Lock-Up and Non-Compete Agreements.”

Blackstone also entered into the Director Designation Agreement with Mr. Dehaemers pursuant to which, following the closing date of the March 2019 Blackstone Acquisition through December 31, 2020, and for so long as Mr. Dehaemers remained a member of the TGE GP Board, Mr. Dehaemers was entitled to designate either Mr. Moler, Mr. Jones or Mr. Brauchle to serve as a member of the TGE GP Board. The Director Designation Agreement also provided that, following the closing of the March 2019 Blackstone Acquisition and for so long as Mr. Dehaemers served as Chief Executive Officer of TGE GP, if all three independent members of the TGE GP Board as of immediately prior to the closing of the March 2019 Blackstone Acquisition were removed from the TGE GP Board, Mr. Dehaemers would have the right to designate one individual to serve as an independent member of the TGE GP Board. For additional information on these agreements, please see “Information Concerning the Blackstone Parties—Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties.”

On March 11, 2019, after discussions with Blackstone, affiliates of Enagás, S.A. (“Enagás”) agreed to also provide equity financing in connection with the March 2019 Blackstone Acquisition.

On March 11, 2019, the March 2019 Blackstone Acquisition closed and entities owned by Blackstone, an affiliate of GIC SI and Enagás acquired an aggregate of 21,751,018 Class A shares, 100,655,121 Class B shares, 100,655,121 TE Units, and all of the outstanding GP Interests for aggregate cash consideration of $3,213,161,149. As a result of the March 2019 Blackstone Acquisition, Blackstone acquired control of TGE GP, TGE and its direct and indirect subsidiaries, including the right to appoint all directors of the TGE GP Board, subject to the rights of Mr. Dehaemers under the Director Designation Agreement and the rights of affiliates of GIC SI and Enagás under the Equityholders Agreement. Upon the closing of the March 2019 Blackstone Acquisition, Messrs. Henderson and Runkle, employees of Blackstone, Guy G. Buckley, a senior advisor to Blackstone, and Marcelino Oreja Arburúa, Chief Executive Officer of Enagás, were appointed to the TGE GP Board to replace the four directors previously designated by EMG and Kelso.

On March 14, 2019, the Prairie Secondary Acquirors, which are each owned by affiliates of Blackstone, an affiliate of GIC SI and an affiliate of Enagás, entered into a 10b5-1(c) purchase plan pursuant to which they were authorized to purchase up to $150 million of Class A shares on the open market, subject to certain volume and pricing thresholds and compliance with the conditions of Rule 10b-18 under the Exchange Act. The purchase program commenced on March 14, 2019 until it was terminated on May 9, 2019. During the pendency of the purchase plan, the Prairie Secondary Acquirors acquired 1,592,453 Class A shares in the aggregate, at prices ranging from $23.62 to $24.50.

On March 27, 2019, the Prairie Secondary Acquirors acquired an aggregate of 308,992 Class A shares at a price of $23.76 per share (the closing price of Class A shares on March 11, 2019, the date of the closing of the March 2019 Blackstone Acquisition) from certain TGE employees in connection with the accelerated vesting of incentive awards held by such persons upon the closing of the transactions contemplated by the Purchase Agreement. The Prairie Secondary Acquirors agreed to acquire these Class A shares to provide certain TGE employees with additional liquidity in connection with the closing of the March 2019 Blackstone Acquisition consistent with what such employees would have received if the incentive awards had been settled in cash.

From May 2019 through August 2019, the United States midstream energy industry experienced deteriorating market conditions resulting in stock price declines and capital outflows across much of the sector. In addition to being affected by the industry-wide conditions, TGE’s Class A share price was also likely impacted by the announcement on June 10, 2019 of the Liberty Pipeline joint venture between Phillips 66 and Bridger Pipeline LLC that would compete with TGE’s subsidiary, Tallgrass Pony Express Pipeline, LLC (“Pony Express Pipeline”) (which owns and operates the Pony Express Crude Oil Pipeline System), to provide crude oil transportation services from the Rockies and Bakken production areas to Cushing, Oklahoma. From May 28, 2019, through August 27, 2019, the last trading day prior to the public announcement of Blackstone’s delivery of a take-private proposal, TGE’s closing stock price fell from $23.90 to $14.35, a decline of 39.9%, while the Alerian MLP index, a broad index of midstream energy partnerships, fell from $247.99 to $222.96, or 10.1% during the same period.

Also during the summer of 2019 and against the broader industry backdrop, Blackstone consulted with its legal and financial advisors from the March 2019 Blackstone Acquisition, Vinson & Elkins L.L.P. (“Vinson & Elkins”) and Citigroup Global Markets Inc. (“Citi”), as well as one of Blackstone’s debt financing sources from the March 2019 Blackstone Acquisition, Credit Suisse Securities (USA) LLC (“Credit Suisse”), regarding the possibility of pursuing a take-private transaction, including with respect to financing, structure and legal matters. As part of exploring the viability of pursuing such a transaction, Blackstone also engaged in discussions with GIC SI, Enagás and several additional partners to determine the interest and ability of such parties to participate in a potential take-private transaction. The parties engaged in such discussions included L5 Investment Holdings LP (“USS”) and the National Pension Service of Korea (“NPS”).

On July 29, 2019, as Blackstone continued to evaluate whether to explore a potential take-private transaction, Messrs. Henderson and Runkle requested that Mr. Brauchle provide management’s long-term forecast with respect to the TGE business, which Mr. Brauchle provided on August 6, 2019.

On August 27, 2019, after receiving preliminary, non-binding indications from each of GIC SI, Enagás, USS and NPS that they would be interested in investing additional equity in connection with a take-private of TGE if Blackstone were to propose and ultimately consummate such a transaction, Blackstone’s Investment Committee approved making an offer to acquire all of the Class A shares not already owned by affiliates of Blackstone at a price of $19.50 per share. On August 27, 2019, Blackstone formally submitted a proposal to the TGE GP Board to acquire all of the outstanding Class A shares not already owned by the Sponsors in exchange for $19.50 in cash per Class A share, with such transaction to be structured as a merger between TGE and a newly formed acquisition vehicle controlled by the Sponsors (the “Potential Transaction”).

At a special meeting held on August 28, 2019, the TGE GP Board (i) reviewed the qualifications of each of Messrs. Cook, Gerke and Towner and determined that each of Messrs. Cook, Gerke and Towner satisfied the criteria for membership on a “Conflicts Committee,” as that term is defined in the Partnership Agreement, (ii) appointed them to serve on the Conflicts Committee for purposes of reviewing, evaluating and negotiating the Potential Transaction on behalf of TGE and the TGE Unaffiliated Shareholders and (iii) authorized and empowered the Conflicts Committee, and delegated to the Conflicts Committee the full power, authority and responsibilities of the TGE GP Board, on behalf of TGE GP, TGE and the TGE Unaffiliated Shareholders, to (v) review, evaluate and negotiate the Potential Transaction, (w) determine whether or not to grant “Special Approval” (pursuant to Section 7.9 of the Partnership Agreement), (x) determine whether or not to approve the Potential Transaction, including the authority to reject the Potential Transaction, and on such terms and conditions as may ultimately be negotiated, (y) make a recommendation to the TGE Unaffiliated Shareholders as to what action, if any, should be taken by the TGE Unaffiliated Shareholders with respect to the Potential Transaction, and (z) retain its own professional advisors in connection with its review of the Potential Transaction.

On August 29, 2019, the Conflicts Committee met telephonically, together with representatives of Bracewell LLP (“Bracewell”). The Conflicts Committee informed Bracewell that it had appointed Mr. Cook as

the chair of the Conflicts Committee and had determined to engage Bracewell as its legal advisor in connection with the Potential Transaction. Bracewell was selected by the Conflicts Committee because of, among other reasons, its prior work representing a conflicts committee of the board of directors of the general partner of TEP when TEP was a publicly traded partnership, on which Messrs. Cook and Towner served (such committee, the “TEP Conflicts Committee”); its knowledge and familiarity with TGE and the industry in which TGE operates; its experience with mergers and acquisitions, including mergers and acquisitions involving public limited partnerships (including experience representing conflicts committees of boards of directors of general partners of public limited partnerships); and its experience with public limited partnerships generally. Bracewell’s engagement was confirmed by letter dated August 29, 2019.

On August 30, 2019, the Conflicts Committee met telephonically, together with representatives of Bracewell. Bracewell discussed “Special Approval,” as defined in the Partnership Agreement, confirmed with each member of the Conflicts Committee that he met the requirements set forth in the Partnership Agreement for service on the Conflicts Committee, and advised the Conflicts Committee of its responsibilities, under the Partnership Agreement and otherwise, with respect to the Potential Transaction. The Conflicts Committee members discussed with Bracewell the potential engagement of Evercore as financial advisor. The Conflicts Committee selected Evercore based on its experience with TGE’s assets gained through several prior transactions as financial advisor to the TEP Conflicts Committee and a prior conflicts committee of the TGE GP Board, its experience in the industry in which TGE operates and its mergers and acquisitions experience, particularly mergers and acquisitions involving public limited partnerships (including experience advising conflicts committees of boards of directors of general partners of public limited partnerships). Evercore’s engagement was confirmed by letter dated September 5, 2019. The Conflicts Committee and Bracewell discussed the Potential Transaction, including analyst reports that had mentioned the Lock-Up and Non-Compete Agreements. The Conflicts Committee and Bracewell noted that the $26.25 per share price in the Lock-Up and Non-Compete Agreements included the amount of $3.82 per share, which constitutes the Deferred GP Payment. The Conflicts Committee viewed the Deferred GP Payment as a deferred payment of a portion of the control premium that Blackstone had paid in connection with acquiring all of the equity interests of TGE GP. The Conflicts Committee requested that Bracewell propose a standstill agreement to be entered into by the Sponsors while the Conflicts Committee undertook its work.

On September 8, 2019, Blackstone began engaging Credit Suisse as a financial advisor in connection with the Potential Transaction.

On September 3, 2019, Bracewell sent a proposed standstill agreement to Vinson & Elkins. After the exchange of multiple drafts, the Standstill Agreement was executed by the parties, effective as of August 27, 2019, the date of the Sponsors’ proposal letter.

On September 9, 2019, the Conflicts Committee met telephonically, together with representatives of Evercore and Bracewell. Evercore discussed with the Conflicts Committee the areas that would be their focus in their financial analysis of TGE and of the Potential Transaction.

On September 12, 2019, TGE management provided Bracewell, for further delivery to the Conflicts Committee and Evercore, with management presentation slides in advance of a meeting scheduled for September 17, 2019, at TGE’s offices in Leawood, Kansas.

On September 16, 2019, Vinson & Elkins emailed to Bracewell initial drafts of a proposed Merger Agreement, Support Agreement, Limited Guaranty and Equity Commitment Letter. Bracewell provided a copy of the draft Merger Agreement to Mr. Jones and Jason Nonnemaker, Assistant General Counsel of TGE GP, so that they and Baker Botts, which was appointed as TGE’s outside counsel, could provide input with respect to certain TGE representations, warranties, covenants and other provisions contained in the draft Merger Agreement.

On September 17, 2019, the Conflicts Committee, representatives of Evercore and Bracewell attended a management presentation at TGE’s offices in Leawood, Kansas, at which members of senior management discussed financial projections for the years 2020 through 2023 (as defined above in “—Certain Financial Projections—Management Case”), which were substantially similar to the financial projections that Mr. Brauchle provided to Messrs. Henderson and Runkle on August 6, 2019, and provided an overview of the operations and prospects of TGE’s business.

On September 18, 2019, the Conflicts Committee engaged Morris Nichols, Arsht & Tunnell LLP (“Morris Nichols”) to act as its Delaware counsel in connection with the Potential Transaction.

Mr. Jones, Bracewell and Vinson & Elkins established a process by which Mr. Jones would share communications received by TGE from TGE Unaffiliated Shareholders regarding the Potential Transaction with Bracewell and Vinson & Elkins, for forwarding on to their respective clients. Mr. Jones periodically forwarded such shareholder communications from September through December 2019.

On September 25, 2019, Bracewell, Messrs. Jones and Nonnemaker and Baker Botts held a conference call to discuss the initial draft of the Merger Agreement, and on September 26 and October 2, 2019, Bracewell and Morris Nichols held conference calls to discuss the initial draft of the Merger Agreement.

On October 11, 2019, the Conflicts Committee met telephonically, together with representatives of Bracewell, to discuss the initial drafts of the transaction documents received from Vinson & Elkins.

On October 15, 2019, the Conflicts Committee met telephonically, together with representatives of Evercore and Bracewell, to receive Evercore’s preliminary valuation analysis. Evercore outlined the key terms of the Lock-Up and Non-Compete Agreements, noting that subtracting the $3.82 per share Deferred GP Payment owed to the March Lock-Up Parties from the $26.25 per share owed to the March Lock-Up Parties under the Lock-Up and Non-Compete Agreements results in an implied value of $22.43 per Class A share and Class B share (and corresponding TE Unit). Evercore then described in detail the Management Case and discussed with the Conflicts Committee each of the valuation methods used in Evercore’s preliminary valuation analysis, noting that more work was needed to provide the Conflicts Committee with an indicative range of values for the Class A shares.

On October 18, 2019, Bracewell provided written comments to the initial drafts of the Merger Agreement, the Support Agreement, the Limited Guaranty and the Equity Commitment Letter to Vinson & Elkins. The comments to the draft Merger Agreement were subsequently provided to Messrs. Jones and Nonnemaker and to Baker Botts. The comments to the draft Merger Agreement included, among other changes, (i) the addition of a closing condition requiring separate approval by a majority of the TGE Unaffiliated Shareholders (referred to as the “majority of the unaffiliated condition”), (ii) the addition of restrictions on the Buyer Parties’ activities similar to those in the Standstill Agreement, (iii) deletion of a cap on regular quarterly dividends to the Class A shareholders by TGE that would be permitted between the date of execution of the agreement and the closing date, (iv) a reduction in the termination fee payable by TGE in the event the Merger Agreement were terminated under certain circumstances from 3% to 1% of the total Merger Consideration, and (v) deletion of a requirement that TGE reimburse Buyer’s transaction expenses up to $20 million in the event the Merger Agreement were terminated under certain circumstances.

On October 21, 2019, Bracewell and Vinson & Elkins held a conference call to discuss the comments to the draft transaction documents.

On October 22, 2019, the Conflicts Committee met telephonically, together with representatives of Evercore and Bracewell, to receive Evercore’s updated preliminary valuation analysis. Evercore and the Conflicts Committee discussed the risks and uncertainty TGE was facing going forward, including but not limited to (i) increased counterparty risk due to an overall decline in commodity prices, (ii) a decline in committed volumes

on TGE’s pipelines, (iii) pricing pressures from customers, (iv) a potential increase in competition from proposed new pipelines, (v) the availability and cost of financing for growth capital expenditures and (vi) the lack of identified organic growth projects or acquisition targets, either as a result of related party dropdowns or from third parties. They noted in particular the approximate $137 million projected decrease in estimated 2020 EBITDA as compared to the then-estimated 2019 EBITDA, due to the foregoing and other related factors. As part of a discussion regarding the Management Case, the Conflicts Committee noted that management had a strong track record of meeting annual operating budgets and had a reasonable basis to rely on management’s views of future operating performance. The Conflicts Committee determined that it should convey to the Sponsors that it considered the Sponsors’ offer of $19.50 per Class A share to be inadequate, and that a price of $24.50 per Class A share would be more reflective of the long-term value of TGE. The Conflicts Committee also reported on a comment previously made by Mr. Henderson that, in connection with ongoing succession planning that had begun with the support of the TGE GP Board in May 2019, the Sponsors had identified a short list of potential candidates, including Mr. Moler, that they intended to recommend the TGE GP Board consider to replace Mr. Dehaemers as Chief Executive Officer upon his planned retirement at the end of 2019.

Later on October 22, 2019, Mr. Cook had a telephone call with Mr. Henderson during which he communicated that, based on Evercore’s preliminary valuation analysis, the Conflicts Committee considered the Sponsors’ offer of $19.50 per Class A share to be inadequate, and that a price of $24.50 per Class A share would be more reflective of the long-term value of TGE.

On October 24, 2019, Mr. Henderson called Mr. Cook to further discuss the significant difference between the Sponsors’ offer price and the indicative value Mr. Cook communicated on October 22. Messrs. Henderson and Cook agreed that the parties’ respective financial advisors should meet to discuss the reasons underlying the parties’ meaningfully different views of value. The next day, in accordance with the parties’ directives, Evercore, Citi and Credit Suisse discussed the Management Case and underlying assumptions upon which the Management Case was based.

On October 27, 2019, during a telephonic meeting between the Conflicts Committee members and Mr. Henderson, Mr. Henderson conveyed that Blackstone would be supportive of a revised offer of $20.00 per Class A share, conditioned on there being no majority of the unaffiliated condition in the Merger Agreement. Mr. Henderson further indicated that it would be difficult for the Sponsors to increase the offer by another $0.50 per Class A share and suggested that the Management Case was overly optimistic. The Conflicts Committee members did not respond to Mr. Henderson’s improved offer. Mr. Henderson also commented further on the status of the Sponsors’ efforts to identify a leading candidate to be a successor to Mr. Dehaemers.

Later on October 27, 2019, the Conflicts Committee met telephonically, in part to update representatives of Evercore and Bracewell on the earlier telephone call with Mr. Henderson. The Conflicts Committee expressed the importance of full TGE GP Board involvement regarding the Chief Executive Officer transition. The Conflicts Committee discussed the importance to TGE of a successful management succession process and result, regardless of the outcome of the Sponsors’ proposal. The Conflicts Committee also discussed with Evercore and Bracewell Mr. Henderson’s belief that the Management Case was overly optimistic. The Conflicts Committee asked Evercore to do further analysis of the Management Case, particularly with respect to re-contracting risk on the Pony Express Pipeline and growth capital expenditures.

On October 28, 2019, the Conflicts Committee met telephonically, together with representatives of Evercore and Bracewell, and again discussed the Management Case with respect to TGE’s operations. Evercore noted that they had performed due diligence on the assumptions underlying the operational projections in the Management Case and found them to be reasonable. The Conflicts Committee and Evercore also discussed the forecasted unidentified growth capital expenditures of $750 million for each of the years 2020 through 2023 included in the Management Case and noted that such level of growth capital expenditures was well in excess of historical amounts and not tied to any identified projects. The Conflicts Committee determined to tell Mr. Henderson that the offer of $20.00 per Class A share was not acceptable.

After the regular quarterly TGE GP Board meeting on October 30, 2019, the Conflicts Committee members met with Mr. Henderson and told him that the revised offer of $20.00 per Class A share was not acceptable and that the Conflicts Committee felt that it was important for the full TGE GP Board to focus on successfully completing Chief Executive Officer succession before returning to negotiating the Potential Transaction.

During November 2019, the Conflicts Committee members continued to discuss among themselves the forecasted unidentified growth capital expenditures included in the Management Case. They noted that for the five-year period beginning with 2015 and including 2019, TGE’s average organic growth capital expenditures were approximately $309 million per year, causing them to question the achievability of $750 million of unidentified annual growth capital expenditures. Because Messrs. Cook and Towner were members of the board of directors of the general partner of TEP and served on the TEP Conflicts Committee in connection with numerous transactions between 2013 and 2018, and Mr. Gerke has been on the TGE GP Board since 2015, each member of the Conflicts Committee was familiar with TGE’s history of growth capital expenditures.

On November 12, 2019, Mr. Cook met with Mr. Henderson, Sean Klimczak, Global Head of Infrastructure of Blackstone, and Steve Bolze, Senior Managing Director of Blackstone. The discussion centered on the Chief Executive Officer succession, but Mr. Cook did confirm that the Conflicts Committee continued to believe that the $20.00 per Class A share offer was insufficient. Mr. Cook did not make a counterproposal on behalf of the Conflicts Committee.

On November 22, 2019, the Conflicts Committee received the TGE budget for 2020 from management, which it shared on the same day with Evercore and Bracewell. The budget projected $132 million of growth capital expenditures in 2020 but did not address subsequent years.

On November 24, 2019, the TGE GP Board met telephonically and approved the terms of the retirement of Mr. Dehaemers as the Chief Executive Officer of TGE GP effective on November 24, 2019 and his retirement from the TGE GP Board effective on December 31, 2019. The TGE GP Board also approved the promotion of President and Chief Operating Officer William R. Moler to Chief Executive Officer of TGE GP, effective on November 24, 2019.

On December 3, 2019, Mr. Klimczak emailed to the Conflicts Committee, as well as to the other members of the TGE GP Board, Mr. Jones and representatives of Bracewell and Evercore, a revised proposal letter on behalf of the Sponsors. The revised proposal letter set forth in writing the $20.00 per share offer that Mr. Henderson previously communicated Blackstone would be supportive of and noted that if the parties were unable to reach an agreement by Friday, December 13, 2019, the offer would be withdrawn as the Sponsors were not prepared to continue to hold the offer open much longer. The letter also stated that revised transaction documents would be sent to the Conflicts Committee’s advisors for their review. Later that day, Vinson & Elkins emailed revised drafts of the transaction documents to Bracewell, and Bracewell shared the revised drafts with Messrs. Jones and Nonnemaker and Baker Botts.

The revised draft Merger Agreement, among other changes, (i) deleted the majority of the unaffiliated condition, (ii) restored the concept that a cap would be placed on the amount of the Class A shareholders’ regular dividend for the fourth quarter of 2019, (iii) increased the termination fee payable by TGE in the event Buyer were to terminate the Merger Agreement in certain circumstances from 1% to 2% of the total Merger Consideration, and (iv) restored the requirement that TGE reimburse the Buyer’s transaction expenses in the event the Merger Agreement were terminated under certain circumstances, but revised the cap on such expenses from $20 million to $10 million.

Also on December 3, 2019, the Conflicts Committee asked Evercore to prepare the Historical Growth Capital Expenditure Case valuation analysis using $350 million of annual growth capital expenditures for each of the years 2020 through 2023, as this amount was closer to TGE’s annual average for the previous five years.

On December 5, 2019, the Conflicts Committee met telephonically, together with representatives of Evercore and Bracewell, to discuss Evercore’s updated preliminary financial analysis and the revised drafts of the transaction documents. Evercore noted that the TGE budget for 2020 that was previously provided was substantially consistent with the Management Case for 2020, with the exception of the $750 million of unidentified growth capital expenditures. Evercore then discussed its valuation analysis using the Historical Growth Capital Expenditure Case requested by the Conflicts Committee. The Conflicts Committee determined that more diligence was required on growth capital expenditures generally, and that it would seek to obtain more specific management input. Bracewell then provided an overview of the revised draft of the Merger Agreement. The Conflicts Committee discussed with Bracewell the majority of the unaffiliated condition and instructed Bracewell to reinsert the condition into the draft Merger Agreement. The Conflicts Committee also instructed Bracewell to remove the Buyer expense reimbursement provisions.

On December 6, 2019, the members of the Conflicts Committee and a representative of Evercore met in Leawood, Kansas, with Messrs. Henderson and Klimczak and a representative of Citi, at which meeting the Evercore representative discussed Evercore’s financial analysis of TGE.

Later on December 6, 2019, the members of the Conflicts Committee and a representative of Evercore met with Mr. Moler and sought his views of the growth capital expenditures included in the Management Case as compared to $350 million per year, which was closer to TGE’s average organic growth capital expenditures over the previous five years. Mr. Moler responded that he believed the forecasted growth capital expenditures included in the Management Case were achievable, although he acknowledged that there were no specifically identified projects or acquisitions comprising that forecast and that TGE would need more debt and equity financing to achieve it. He also noted that, due to changed circumstances affecting TGE and its industry since the Management Case was provided to the Conflicts Committee in September 2019 and because there would be more certainty in identifying projects and in TGE’s ability to finance growth capital expenditures in the amount of $350 million annually, he believed the $350 million per year growth capital expenditures estimate was more reasonable. Based on this discussion and the evaluations and discussions over the previous several weeks, the Conflicts Committee became comfortable with analyzing, and determined it was reasonable to evaluate, TGE using the Historical Growth Capital Expenditure Case.

Further on December 6, 2019, on behalf of Blackstone, Vinson & Elkins sent initial drafts of debt commitment letters to prospective commitment parties and their counsel, which debt commitment letters were negotiated over the course of the next ten days until their execution on December 16, 2019. The debt commitment letters provide for committed debt financing to fund a portion of the Merger Consideration and to pay related costs, fees and expenses. Also in December 2019, Blackstone engaged in discussions with GIC SI, Enagás and USS regarding the allocation of equity contributions to be used to fund a portion of the Merger Consideration pursuant to the Equity Commitment Letter and the corresponding allocations of obligations under the Limited Guaranty.

On December 8, 2019, Mr. Cook spoke by telephone with Mr. Klimczak. Mr. Cook told Mr. Klimczak that the Sponsors would have to raise their offer further or the Conflicts Committee would not approve the Potential Transaction.

Later on December 8, 2019, the members of the Conflicts Committee and representatives of Bracewell and Evercore discussed by telephone the matters discussed during the meetings on December 6 and the subsequent call between Mr. Cook and Mr. Klimczak.

On December 10, 2019, the Conflicts Committee met telephonically, together with representatives of Evercore and Bracewell. Evercore presented their updated financial analysis using the Historical Growth Capital Expenditure Case in addition to their analysis of the Management Case, as requested by the Conflicts Committee. Bracewell then discussed with the Conflicts Committee the Sponsors’ unwillingness to including a majority of the unaffiliated condition. Bracewell also noted that, at the Conflicts Committee’s request, they had prepared draft announcements to be made in the event the parties were unable to come to an agreement.

Later on December 10, 2019, Messrs. Cook and Gerke spoke by telephone with Mr. Klimczak. Messrs. Cook and Gerke, on behalf of the Conflicts Committee, told Mr. Klimczak that the Merger Consideration needed to be at least $21.90 per Class A share, plus payment of dividends in the amount of $0.55 per share for each of the fourth quarter of 2019 and the first quarter of 2020. Mr. Cook also noted that, due to his travel schedule, Mr. Gerke would be the primary point of contact for the Conflicts Committee for the next two weeks. On a follow-up call the same day between Mr. Gerke and Mr. Klimczak, Mr. Gerke said that if the Sponsors agreed to the price as communicated on the previous call, the Conflicts Committee would accept the deletion of the majority of the unaffiliated condition. Mr. Klimczak responded that he wanted the parties’ respective financial advisors to discuss Evercore’s financial analysis further and for Vinson & Elkins and Bracewell to confirm the details of the proposed price. Vinson & Elkins and Bracewell did so later that evening.

On December 11, 2019, representatives of Evercore spoke by telephone with representatives of Citi. The Evercore representative informed Mr. Gerke that Citi had suggested that Evercore re-examine its perpetuity capital expenditures analysis and that Evercore had responded that it believed it was unnecessary to re-examine the perpetuity capital expenditures analysis in isolation of re-examining other analyses. Messrs. Cook and Gerke then confirmed by telephone call with Mr. Klimczak that there were no changes to the Conflicts Committee’s view regarding value as a result of the call between the financial advisors.

Later on December 11, 2019, Mr. Klimczak emailed to the Conflicts Committee, as well as to the other members of the TGE GP Board, Mr. Jones and representatives of Bracewell and Evercore, a revised proposal letter on behalf of the Sponsors. The letter stated that the proposed price communicated by the Conflicts Committee was effectively $23.00 per Class A share when factoring in the two $0.55 per share dividends and was unrealistic and inconsistent with reasonable valuation metrics. The letter provided a revised offer of $21.90 per Class A share, together with payment of a $0.55 per share dividend for the fourth quarter of 2019, with no further dividends to be paid following the signing of definitive agreements. The letter stated that the offer would stand until 5:00 P.M. Eastern Standard Time, on December 13, 2019, and that if the Conflicts Committee did not accept the offer, Blackstone would publicly withdraw the offer. Mr. Gerke responded by email, on behalf of the Conflicts Committee, acknowledging receipt of the revised proposal letter and noting that the Conflicts Committee would review it.

Later on December 11, 2019, Bracewell emailed revised drafts of the transaction documents to Vinson & Elkins and to Messrs. Jones and Nonnemaker. On December 12, 2019, Bracewell, Vinson & Elkins and Messrs. Jones and Nonnemaker discussed the revised drafts by telephone. The same day, Vinson & Elkins shared a draft of the Debt Commitment Letter with Bracewell, Baker Botts and Messrs. Jones and Nonnemaker.

On December 12, 2019, Mr. Gerke notified Mr. Klimczak that the Conflicts Committee would have a response to the revised offer on Friday, December 13, 2019. The Conflicts Committee members discussed the revised offer with Evercore.

On December 13, 2019, Messrs. Gerke and Towner responded to the revised offer by telephone call with Mr. Klimczak. Mr. Gerke said the Conflicts Committee would accept a price of $22.45 per Class A share, with no further dividends declared or paid after the signing of definitive agreements.

Also on December 13, 2019, Vinson & Elkins, Bracewell and Messrs. Jones and Nonnemaker discussed by telephone the process for finalizing and approving the definitive agreements should there be agreement on price. Later that day, Vinson & Elkins emailed to Bracewell revised drafts of the transaction documents, as well as drafts of various debt and equity commitment letters. The draft Merger Agreement contained a provision that, in the event a dividend were declared and payable or had a record date prior to closing of the Merger, the Merger Consideration would be reduced accordingly. On December 14, the parties and their advisors discussed this provision, and it was subsequently removed from the draft Merger Agreement. Subsequent drafts of the Merger Agreement also clarified the restrictions on the TGE GP Board’s ability to declare, and TGE’s ability to pay, dividends after the date of the Merger Agreement, and that if the Merger Agreement were terminated, subject to

TGE GP Board approval, TGE would distribute to the holders of Class A shares the amounts the TGE GP Board determines would have otherwise been distributed were it not for such restrictions.

On December 14 and 15, 2019, counsel to the parties exchanged drafts and comments on the various debt and equity commitment letters. Vinson & Elkins, Bracewell, Richards, Layton & Finger, P.A., Delaware counsel to Blackstone, and Mr. Jones also discussed procedural matters related to the Conflicts Committee’s potential approval of the Merger, including the process by which the Conflicts Committee would confirm its reliance upon the Historical Growth Capital Expenditure Case prior to receiving any fairness opinion from Evercore where the underlying financial analyses were based on such case.

On December 15, 2019, the Conflicts Committee met telephonically with representatives of Bracewell. The Conflicts Committee and Bracewell discussed, as part of the Conflicts Committee finalizing its due diligence review process, that the Conflicts Committee would ask senior management of TGE to confirm that management’s current views remained consistent with what had been communicated to the Conflicts Committee on December 6, 2019: that management believed $350 million in annual unidentified growth capital expenditures was a more reasonable current assumption of TGE’s annual unidentified growth capital expenditures for the years 2020 through 2023 than the $750 million per year of unidentified growth capital expenditures included in the original Management Case. After the meeting, a representative of Bracewell emailed Mr. Jones with a request for such confirmation. On December 16, Mr. Jones emailed Bracewell a letter on behalf of senior management of TGE that detailed a number of changes in circumstances since the Management Case was provided to the Conflicts Committee in September 2019, including, among other things, (i) increased competition in the midstream energy sector notwithstanding forecasted decreases in production, (ii) TGE’s decision to cease consideration and/or negotiation of some potential projects and acquisitions, and (iii) increased concern among producer customers regarding long-term volume commitments in light of a poor long-term commodity pricing environment and lack of access to capital. The letter confirmed, on behalf of senior management of TGE, that, as of the date of the letter, based upon currently available estimates and judgments and other facts and circumstances, senior management believed that the estimated annual unidentified growth capital expenditures of $350 million included in the Historical Growth Capital Expenditure Case were a more reasonable current assumption than $750 million per year of unidentified growth capital expenditures. This letter was shared with the Conflicts Committee and Evercore.

Over the course of December 15 and 16, 2019, counsel to the parties finalized the transaction documents.

On December 16, 2019, the Conflicts Committee met, initially only with representatives of Bracewell present. Bracewell summarized the terms of the Merger Agreement, the Support Agreement and the Limited Guaranty for the Conflicts Committee. Bracewell also discussed the Debt Commitment Letter, the Alternative Debt Commitment Letter and the Equity Commitment Letter. Bracewell next reminded the Conflicts Committee members of their responsibilities under the Partnership Agreement and the legal framework in which to consider the Potential Transaction. The representatives of Evercore were then invited to join the meeting. Evercore described the changes to the financial analysis it had last presented to the Conflicts Committee, focusing principally on how the Merger Consideration compared to the various valuation analyses performed by Evercore. At the Conflicts Committee’s request, Evercore orally delivered its opinion (which was subsequently confirmed in writing) that as of December 16, 2019, subject to the assumptions, procedures, qualifications and limitations to be set forth in the written opinion, the Merger Consideration was fair, from a financial point of view, to the TGE Unaffiliated Shareholders. Thereafter, the Conflicts Committee unanimously (i) determined that the Merger Agreement, the Transactions, the Support Agreement and the Limited Guaranty are in the best interests of TGE, including the TGE Unaffiliated Shareholders, (ii) approved the Merger Agreement, the Transactions, the Support Agreement and the Limited Guaranty, such approval constituting “Special Approval,” as that term is defined in the Partnership Agreement, (iii) directed that the Merger Agreement and the Transactions be submitted to a vote of the TGE Shareholders and (iv) recommended the approval of the Merger Agreement and the Transactions by the TGE Shareholders.

Thereafter, on December 16, 2019, Blackstone delivered to TGE the executed Debt Commitment Letter, Alternative Debt Commitment Letter and Equity Commitment Letter, the parties executed the Merger Agreement, the Support Agreement and the Limited Guaranty, and TGE issued a press release announcing the Transaction.

Reasons for the Conflicts Committee’s Recommendation

By vote at a meeting of the Conflicts Committee on December 16, 2019, the Conflicts Committee unanimously (i) determined that the Merger Agreement and the Transactions are in the best interests of TGE, including the TGE Unaffiliated Shareholders, (ii) approved the Merger Agreement and the Transactions, (iii) directed that the Merger Agreement and the Transactions be submitted to a vote of the TGE Shareholders in accordance with the Partnership Agreement and (iv) resolved to recommend approval of the Merger Agreement and the Transactions by the TGE Shareholders. In evaluating the Merger Agreement and the Transactions, the Conflicts Committee considered information supplied by the management of TGE, consulted with its legal and financial advisors, and considered a number of factors in reaching its determination, approval and recommendation. The Conflicts Committee also consulted with its legal counsel regarding its responsibilities and obligations.

In the course of determining that the Merger Agreement and the Transactions are in the best interests of TGE, including the TGE Unaffiliated Shareholders, the Conflicts Committee considered, in addition to the matters discussed under “—Background of the Merger,” the following factors, each of which the Conflicts Committee believes supports its decision:

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The Merger Consideration of $22.45 in cash for each outstanding Class A share (other than Class A shares owned by the Sponsors) constitutes a premium of:

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56.4% to the unaffected closing price of the Class A shares on August 27, 2019 (the last trading day before the public announcement of the Sponsors’ initial offer); and

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22.7% to the closing price of the Class A shares on December 16, 2019 (the day of the Conflicts Committee’s approval).

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The financial analyses prepared by Evercore, as financial advisor to the Conflicts Committee, and the oral opinion of Evercore delivered to the Conflicts Committee on December 16, 2019 and subsequently confirmed in writing that, based upon and subject to the factors, procedures, assumptions, qualifications, limitations and others matters set forth in its written opinion (as more fully described below under “—Opinion of Evercore—Financial Advisor to the Conflicts Committee”), the Merger Consideration was fair, from a financial point of view, to the TGE Unaffiliated Shareholders.

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Through negotiation, the Conflicts Committee was able to increase the Merger Consideration by 15.1% as compared to the offer initially proposed by the Sponsors on August 27, 2019, as discussed under “—Background of the Merger.”

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The Conflicts Committee’s belief that the Merger Consideration represented the highest consideration that reasonably could be obtained from a potential business combination transaction with the Sponsors, that the Merger Consideration was more favorable to the TGE Unaffiliated Shareholders than continuing to hold Class A shares, and that the Merger presents the best available opportunity to maximize value for the TGE Unaffiliated Shareholders.

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The Merger Consideration is an all-cash amount and, as such, provides the TGE Unaffiliated Shareholders with liquidity.

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Following the consummation of the Merger, the TGE Unaffiliated Shareholders will not have any equity participation in TGE, and accordingly will not have continued exposure, with respect to their Class A shares, to negative market conditions affecting the energy industry generally, and TGE specifically, or to risk associated with TGE’s ongoing operations.

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Upon any termination of the Merger Agreement, the Merger Agreement provides for the distribution, subject to TGE GP Board approval, to the holders of Class A shares, of all amounts that otherwise would have been distributed as regular quarterly distributions but were withheld during the pendency of the transactions contemplated by the Merger Agreement.

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The all-cash Merger Consideration represents certainty of value for the Class A shares held by the TGE Unaffiliated Shareholders when compared with risks inherent in TGE’s business plan, which risks include, among others:

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Revenue from rates charged customers for service on TGE’s pipelines, which rates can increasingly be influenced by the prices of oil and natural gas as well as existing and new competition;

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Risks related to investments in growth capital projects;

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That TGE’s business plan is subject to an economic environment that has been difficult to predict and subject to a higher level of uncertainty than that of many other industries;

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Difficulty obtaining access to equity and debt capital at acceptable rates given economic and industry uncertainties;

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Exposure to the creditworthiness and performance of TGE’s customers and other contract counterparties given economic and industry uncertainties; and

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The lack of identified organic growth projects or acquisition targets, either as a result of related party dropdowns or from third parties.

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The obligation, pursuant to a Limited Guaranty by and among certain of the Sponsors and the other guarantor parties thereto in favor of TGE, to guarantee the timely payment to TGE of the full amount of the $105,000,000 termination fee payable by Buyer, if such termination fee becomes payable in accordance with the terms of the Merger Agreement.

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The Equity Commitment Letter and the Debt Commitment Letter (or the Alternative Debt Commitment Letter, if applicable) delivered to Buyer in connection with the execution of the Merger Agreement, which commitment letters provide commitments for an aggregate of up to $3,499,430,224 at Closing to fund the total Merger Consideration.

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The increased probability that the Merger will be completed as a result of the commitment by the Sponsors that hold Class A shares and Class B shares to vote in favor of the Merger Agreement and the Transactions pursuant to the Support Agreement by and among TGE and such Sponsors.

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The Merger Consideration is $0.02 per share greater than the $22.43 per Class A share and Class B share and corresponding TE Unit paid by the Sponsors in the March 2019 Blackstone Acquisition as well as $0.02 per share greater than the implied value per Class A share in the Lock-Up and Non-Compete Agreements of $22.43 (which is calculated as the $26.25 per Class A share to be paid to the March Lock-Up Parties less the $3.82 Deferred GP Payment). As a result, no TGE Shareholders will receive a higher implied value for their Class A shares than the TGE Unaffiliated Shareholders in connection with the Merger.

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Certain terms of the Merger Agreement, including:

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The obligation of the Buyer to pay a cash termination fee in the amount of $105,000,000 in the event the Merger Agreement is terminated by TGE under certain circumstances.

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Provisions requiring the Buyer Parties to use their reasonable best efforts and to take all actions and to do all things necessary, proper or advisable to consummate and obtain the equity financing and the debt financing in order to fund the amount of the Merger Consideration at the closing of the Merger.

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The absence of a financing condition to the closing of the Merger, and the Buyer’s representations and warranties relating to the availability of funds in connection with the debt and equity financing.

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Because the Merger Agreement prohibits TGE from permitting the declaring or making of any distributions on the Class A shares during the pendency of the Transactions, or until the Merger Agreement is terminated in accordance with its terms, the provisions that similarly prohibit TGE from permitting the declaring or making of any distributions on the TE Units.

In addition, the Conflicts Committee considered a number of factors relating to the procedural safeguards involved in the negotiation of the Merger Agreement, including those discussed below, each of which supported its determination with respect to the Merger:

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The TGE GP Board delegated to the Conflicts Committee the full authority of the TGE GP Board (i) to review and evaluate the terms and conditions of the proposed Transactions, (ii) to negotiate on behalf of TGE the terms and conditions of the proposed Transactions, (iii) to determine whether or not to grant “Special Approval” as provided by the Partnership Agreement, and to determine whether to approve, on behalf of the TGE GP Board, the proposed Transactions, including the authority to reject the proposed Transactions, and any definitive agreement related thereto and (iv) to make any recommendation to the TGE Unaffiliated Shareholders as to what action, if any, should be taken with respect to the proposed Transactions. In view of the foregoing, through the Conflicts Committee the Merger Agreement and the Transactions were in fact approved by a majority of the members of the TGE GP Board who are not employees of or consultants to TGE, TGE GP, Blackstone or any other Sponsor.

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The TGE GP Board determined that each of the members of the Conflicts Committee satisfies the requirements for serving on the Conflicts Committee as required under the Partnership Agreement, including the requirement that all members of the Conflicts Committee satisfy the independence requirements to serve as a member of an audit committee of the board of a company listed on the NYSE, under the applicable rules and regulations. In addition, each of the members of the Conflicts Committee was originally appointed to the TGE GP Board by the Former Sponsor Group prior to the March 2019 Blackstone Acquisition and thus was not selected by Blackstone or any other Sponsor due to prior relationships with Blackstone or otherwise.

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The Conflicts Committee had no obligation to approve or recommend any transaction.

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The Conflicts Committee selected and retained its own legal and financial advisors with knowledge and experience with respect to public merger and acquisition transactions, master limited partnerships and peer companies, TGE’s industry generally, and TGE particularly, as well as substantial experience advising master limited partnerships and other companies with respect to transactions similar to the Merger.

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Other than with respect to the vesting of TGE EPSs in connection with the Merger, as disclosed below in “—Interests of Certain Persons in the Merger—Compensation of the Conflicts Committee,” members of the Conflicts Committee would not personally benefit from the completion of the Merger in a manner different than the TGE Unaffiliated Shareholders.

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The Conflicts Committee members received no separate compensation for serving on the Conflicts Committee in connection with its consideration of the Merger.

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That, in addition to the active participation of the Conflicts Committee in the negotiations of the Merger Agreement, the Conflicts Committee’s legal and financial advisors were involved throughout the deliberation and negotiation process, and such advisors provided regular updates to the Conflicts Committee, which provided the Conflicts Committee with additional perspectives on the negotiations.

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The terms and conditions of the Merger Agreement were determined through arm’s length negotiations between the Conflicts Committee and the Sponsors and their respective representatives and advisors.

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Certain terms of the Merger Agreement, including:

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Provisions that prohibit TGE GP and the Buyer Parties from eliminating the Conflicts Committee or revoking or diminishing its authority, or removing any member of the TGE GP Board that is a member of the Conflicts Committee, without the Conflicts Committee’s consent.

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Provisions that permit the Conflicts Committee, subject to certain limitations, to change its recommendation that the TGE Shareholders approve the Merger Agreement and the Transactions if failure to do so would be inconsistent with its duties under applicable law, as modified by the Partnership Agreement.

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Provisions requiring the consent of the Conflicts Committee to any amendment or supplement of the Merger Agreement.

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Provisions requiring the prior authorization of the Conflicts Committee whenever any determination, decision, action, approval, consent, waiver or agreement of TGE or TGE GP is required or may be given pursuant to the Merger Agreement.

In the course of reaching the determinations and making the recommendation described above, the Conflicts Committee considered the following risks and potentially negative factors related to the Merger Agreement and the Transactions:

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The Merger Consideration is all-cash, and as such, the TGE Unaffiliated Shareholders will not have any equity participation in TGE following the Merger, and accordingly will cease to participate in TGE’s future earnings or growth, if any, or benefit from any increase in the value of the Class A shares.

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Risk associated with the debt and equity financing required to fund the full amount of the Merger Consideration, including the satisfaction of the conditions precedent to such debt and equity financing pursuant to the Debt Commitment Letter (or the Alternative Debt Commitment Letter, if applicable) and the Equity Commitment Letter, respectively, and TGE’s lack of recourse to enforce the obligations of the debt and equity financing parties thereunder.

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Pursuant to the Merger Agreement, TGE may not declare or make any regular quarterly distributions on the Class A shares during the pendency of the transactions contemplated by the Merger Agreement or until the Merger Agreement is terminated in accordance with its terms.

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The trading prices of public limited partnerships and peer companies generally, and the Class A shares specifically, have been negatively impacted by the market conditions affecting the energy industry as a whole, and the TGE Unaffiliated Shareholders will be foregoing any increase in the value of the Class A shares that may result from improvement, if any, to the market conditions affecting the industry.

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To the extent negative market sentiment could be adversely affecting stock prices in the energy sector generally, and the Class A shares specifically, the premium negotiated to be paid in the Merger would likewise have been impacted.

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The actual and apparent conflicts of interest created by the Lock-Up and Non-Compete Agreements, and the negative sentiment expressed by certain holders of Class A shares concerning the Lock-Up and Non-Compete Agreements. This sentiment, expressed by numerous financial analysts and reflected in numerous calls and letters to TGE (in some cases directly addressed to the Conflicts Committee) from Class A shareholders received between August 2019 and December 2019, complained of poor corporate governance based on the perception that, at the time the Sponsors announced their $19.50 per Class A share offer, members of management who were party to the Lock-Up and Non-Compete Agreements had already negotiated for themselves a payout greater than would be received by the TGE Unaffiliated Shareholders. In response to this sentiment, the Conflicts Committee was informed of Blackstone’s and the March Lock-Up Parties’ expressed rationale for entering into the Lock-Up and Non-Compete Agreements, which is described under “Special Factors—Background of the Merger.”

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The Conflicts Committee was not authorized to and did not conduct an auction process or other solicitation of interest from third parties for the acquisition of TGE. Since the Sponsors indirectly control TGE and have indicated that they are not interested in selling the assets or control of TGE, or pursuing other strategic alternatives involving TGE, the Conflicts Committee believed it was unrealistic to expect an unsolicited third-party acquisition proposal to acquire assets or control of TGE, and it was unlikely that the Conflicts Committee could conduct a meaningful process to solicit interest in the acquisition of assets or control of TGE.

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Because the Merger Agreement can be approved by holders of a majority of Class A shares and Class B shares entitled to vote at the Shareholder Meeting, and the Sponsors owned approximately 44.2% of the outstanding Class A shares and Class B shares as of December 13, 2019, collectively, the affirmative vote of only an additional 5.9% of the total outstanding Class A shares and Class B shares entitled to vote at the Shareholder Meeting would be required to approve the Merger Agreement.

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The Merger may not be completed in a timely manner, or at all, which could result in significant costs and disruption to TGE’s normal business and negatively impact the trading price of the Class A shares.

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The holders of Class A shares are not entitled to appraisal rights under the Merger Agreement, the Partnership Agreement or Delaware law.

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Certain terms of the Merger Agreement, including:

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The obligation of TGE to pay a cash termination fee in the amount of $70,000,000 in the event the Merger Agreement is terminated by the Buyer under certain circumstances.

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Provisions requiring TGE to submit the Merger Agreement to a vote of the TGE Shareholders, even if the Conflicts Committee has changed or withdrawn its recommendation.

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Provisions limiting TGE’s available remedies to the $105,000,000 termination fee payable by Buyer under certain circumstances.

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Litigation may be commenced in connection with the Merger, and such litigation may increase costs and result in a diversion of management focus.

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The risks and costs to TGE if the Merger does not close, including the diversion of management and employee attention and the effect on business and customer relationships, as well as the possibility that the failure to close the Merger could negatively impact the trading price of the Class A shares.

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TGE has incurred and will continue to incur significant transaction costs and expenses in connection with the proposed Merger, whether or not the Merger is completed.

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Some of TGE’s directors and executive officers have interests in the Merger that are different from, or in addition to, those of the TGE Unaffiliated Shareholders, as described under “Special Factors—Interests of Certain Persons in the Merger.”

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The risks of the type and nature described under the heading “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement and under the heading “Risk Factors” in the TGE Annual Report on Form 10-K for the year ended December 31, 2019 and subsequent reports it files under the Exchange Act. See “Where You Can Find More Information.”

In the course of reaching its decision to recommend to the TGE Shareholders that they approve the Merger Agreement and the Transactions, the Conflicts Committee did not consider the liquidation value of TGE because it considered TGE to be a viable, going concern and therefore did not consider liquidation value to be a relevant methodology. Further, the Conflicts Committee did not consider net book value, which is an accounting concept,

as a factor because it believed that net book value is not a material indicator of the value of TGE as a going concern, but rather is indicative of historical costs. The Conflicts Committee expressly adopted the analyses and opinion of Evercore, among other factors considered, in the course of reaching its decision to recommend that the TGE Shareholders approve the Merger Agreement and the Transactions.

The Conflicts Committee considered all of the foregoing factors as a whole and, on balance, concluded that they supported a determination to approve the Merger Agreement. The foregoing discussion of the information and factors considered by the Conflicts Committee includes the material factors, but is not exhaustive. In view of the wide variety of factors considered by the Conflicts Committee in connection with its evaluation of the proposed Merger and the complexity of these matters, the Conflicts Committee did not consider it practical to, and did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. The Conflicts Committee evaluated the factors described above, among others, and reached a consensus that the Merger Agreement and the Transactions are in the best interests of TGE, including the TGE Unaffiliated Shareholders. In considering the factors described above, and any other factors, individual members of the Conflicts Committee may have viewed factors differently or given weight or merit to different factors. Other than the March 2019 Blackstone Acquisition, the Merger Agreement and the Transactions, the Conflicts Committee is not aware of any firm offer made by any unaffiliated person during the two years prior to the date of the Merger Agreement for (i) a merger or consolidation of TGE with another company, or vice versa, (ii) the sale or transfer of all or any substantial part of the assets of TGE, or (iii) a purchase of TGE’s securities that would enable such person to exercise control of TGE. The Conflicts Committee approved the Merger Agreement and the Transactions, and is recommending approval by the TGE Shareholders, based on the totality of the information presented to and considered by it.

In considering the approval of the Merger Agreement by the Conflicts Committee, you should be aware that TGE’s executive officers and directors have interests in the proposed Merger that may be different from or in addition to, the interests of the holders of Class A shares generally. The Conflicts Committee was aware of these interests and considered them when approving the Merger Agreement. See “—Interests of Certain Persons in the Merger.”

Under the SEC rules governing “going private” transactions, TGE and TGE GP are deemed to be engaged in a “going private” transaction and are required to express their beliefs as to the fairness of the Merger to the TGE Unaffiliated Shareholders pursuant to Rule 13e-3 under the Exchange Act. The Conflicts Committee, on behalf of TGE and TGE GP, is making the following statements solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The TGE GP Board authorized and empowered the Conflicts Committee, and delegated to the Conflicts Committee the full power, authority and responsibilities of the TGE GP Board to review and evaluate the proposed Transactions, which included the authority to negotiate the terms and conditions of the proposed Transactions, to determine whether to approve, on behalf of the TGE GP Board, the proposed Transactions and to determine whether the proposed Transactions are in the best interests of TGE, including the TGE Unaffiliated Shareholders. The Conflicts Committee, on behalf of TGE and TGE GP, on the basis of the factors described in this “Reasons for the Conflicts Committee’s Recommendation” section, believes that the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement was filed with the SEC) is both procedurally and substantively fair to the TGE Unaffiliated Shareholders.

At the time of the approval of the Merger Agreement and Transactions, the TGE GP Board consisted of nine directors, including seven directors who are not employees of TGE GP. The seven non-employee directors include the three members of the Conflicts Committee (Messrs. Cook, Gerke and Towner), three non-employee directors who are officers, directors or consultants of the Blackstone Parties or certain Affiliates of the Blackstone Parties (Messrs. Henderson, Runkle and Buckley) and one non-employee director who is an officer and director of Enagás, S.A. (“Enagás”) (Mr. Oreja Arburúa). The Merger Agreement and the Transactions were approved by the Conflicts Committee pursuant to the authority granted to the Conflicts Committee by the TGE GP Board, as described above. Accordingly, none of (i) the three non-employee directors who are officers or

directors of, or consultants to, the Blackstone Parties or certain Affiliates of the Blackstone Parties, (ii) the one non-employee director who is an officer and director of Enagás or (iii) the two directors who were officers of TGE GP during the period of time in which the Transactions were considered (Messrs. Moler and Dehaemers), participated in approving the Merger Agreement and the Transactions on behalf of TGE, the TGE Unaffiliated Shareholders and TGE GP, and thus the Merger Agreement and the Transactions were not approved by a majority of the non-employee directors of TGE GP.

The explanation of the reasoning of the Conflicts Committee and certain information presented in this section are forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Certain Financial Projections

Management Case

TGE does not, as a matter of course, publicly disclose long-term financial projections because of, among other reasons, the uncertainty of the underlying assumptions and estimates and the unpredictability of TGE’s business and competitive markets in which it operates. While management of TGE prepares forecasts regularly for internal budgeting and business planning purposes, such forecasts generally focus on the current fiscal year and the immediately following fiscal year. However, in connection with the evaluation of a potential transaction, management of TGE provided multi-year projections to Evercore and the Conflicts Committee in connection with their consideration of the Transactions.

The summary financial projections included in this proxy statement should not be regarded as predictive of actual future results nor should they be construed as financial guidance. The summary of the financial projections is not intended to influence or induce any TGE Shareholder to vote in favor of the Merger Proposal but has been included solely because these financial projections were made available to the Conflicts Committee and used by Evercore in connection with the rendering of its fairness opinion to the Conflicts Committee and performing its related financial analyses, as described in the section entitled “—Opinion of Evercore—Financial Advisor to the Conflicts Committee.”

The financial projections were prepared as of September 10, 2019 and presented to the Conflicts Committee and Evercore on September 17, 2019 in connection with the proposed Transactions. TGE has not updated, and does not intend to update or otherwise revise, the projections or the prospective financial information contained therein to reflect circumstances existing or arising since their preparation, including any changes in general economic or industry conditions, or to reflect the occurrence of unanticipated events. The projections and the prospective financial information contained therein do not necessarily reflect current estimates or assumptions management of TGE may have about prospects for TGE’s business, changes in general business or economic conditions, or any other transaction, event or circumstance that has occurred or that may occur and that was not anticipated, or that has occurred or that may occur differently than as anticipated, at the time the projections or any of the prospective financial information contained therein were prepared. Neither TGE nor any of its Affiliates, advisors, directors, officers, employees, agents or representatives has made or makes any representation or warranty to any TGE Shareholder or other person regarding the ultimate performance of TGE compared to the information contained in the prospective financial information or that the projections will be achieved.

These financial projections are subjective in many respects. There can be no assurance that these financial projections will be realized or that actual results will not be significantly higher or lower than forecasted. In addition, the financial projections were not prepared with a view toward public disclosure or toward complying with GAAP, the published guidelines of the SEC regarding projections or the use of non-GAAP financial measures or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of management and as of the date prepared, were prepared on

a reasonable basis, reflected the best currently available estimates and judgments, and presented, to the best of management of TGE’s knowledge and belief, the expected future financial performance of TGE. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on the forecasted financial information.

The prospective financial information included in this proxy statement has been prepared by, and is the responsibility of, TGE’s management. Deloitte & Touche LLP has neither audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this proxy statement relates to TGE’s historical financial information. It does not extend to the prospective financial information and should not be read to do so.

While presented with numerical specificity, the unaudited financial projections reflect numerous estimates and assumptions made by management of TGE as of September 10, 2019 with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to TGE’s business, all of which are difficult to predict and many of which are beyond TGE’s control. In developing the financial projections, management of TGE made numerous material assumptions, in addition to the assumptions described above, with respect to TGE’s business for the periods covered by the projections, including:

•

volumes and rates on TGE’s assets;

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the cash flow measured as Adjusted EBITDA from existing assets and business activities of approximately $831 million, $859 million, $872 million and $874 million for 2020, 2021, 2022 and 2023, respectively;

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organic growth opportunities and projected volume growth, and the amounts and timing of related costs and potential economic returns;

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the amount of maintenance capital expenditures set forth below and growth capital expenditures of approximately $860 million, $841 million, $758 million and $758 million, including, in each case, unidentified growth capital expenditures of $750 million, for 2020, 2021, 2022 and 2023, respectively;

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outstanding equity and average outstanding debt of approximately $3,556 million, $4,086 million, $4,534 million and $4,910 million for 2020, 2021, 2022 and 2023, respectively, during applicable periods, and the availability and cost of capital; and

•

other general business, market and financial assumptions.

By including in this proxy statement a summary of certain of the unaudited financial projections, neither TGE nor any of its representatives have made or are making any representation to any person regarding the ultimate performance of TGE compared to the information contained in the financial projections. The unaudited financial projections cover multiple years and such information by its nature becomes less predictive with each succeeding year.

The following table sets forth a summary of certain projected financial information for TGE for 2020 through 2023 prepared by management and which is referred to as the “Management Case”:


	Year Ending December 31,
(in millions, except per share data)	2020			2021			2022			2023
Adjusted EBITDA	$	867		$	991		$	1,110		$	1,213
Maintenance Capital Expenditures	$	(37	)	$	(40	)	$	(42	)	$	(44	)
Interest Expense	$	(160	)	$	(186	)	$	(211	)	$	(235	)
Cash Available for Dividends (CAD)	$	669		$	766		$	857		$	934
Dividends	$	656		$	685		$	704		$	748
Dividend Coverage	$	13		$	81		$	153		$	185
Average Shares Outstanding		291			304			312			320
Coverage Ratio		1.02x			1.12x			1.22x			1.25x
CAD per share	$	2.30		$	2.52		$	2.75		$	2.91

Historical Growth Capital Expenditure Case

Among other things, the prospective financial information set forth above included an assumption of annual unidentified growth capital expenditures during the forecast period of $750 million. As discussed in more detail in “—Background of the Merger” and “—Opinion of Evercore—Financial Advisor to the Conflicts Committee” above, on December 6, 2019, senior management of TGE discussed with members of the Conflicts Committee and its advisors the feasibility of achieving $750 million in annual unidentified growth capital expenditures as compared to $350 million in annual unidentified growth capital expenditures, which was more in line with historical levels. On December 16, 2019, at the request of the Conflicts Committee to confirm senior management’s views, senior management of TGE confirmed to the Conflicts Committee that $350 million per year of unidentified growth capital expenditures during the forecast period represented a more reasonable estimate as of such date than the original estimate of $750 million per year of unidentified growth capital expenditures set forth in the Management Case, based on the impacts of a number of changes that had occurred since the original forecast was prepared, including, among other things, (i) increased competition in the midstream energy sector notwithstanding forecasted decreases in production, (ii) TGE’s decision to cease consideration and/or negotiation of some potential projects and acquisitions, and (iii) increased concern among producer customers regarding long-term volume commitments in light of the poor long-term commodity pricing environment and lack of access to capital, and noting that there are a range of reasonable estimates of growth capital expenditures. Senior management of TGE further noted that growth capital expenditure projections are particularly subjective and highly uncertain because such expenditures are theoretical in nature and are heavily dependent on factors outside of TGE’s control. The Management Case as adjusted to reflect annual growth capital expenditures of $350 million is referred to as the “Historical Growth Capital Expenditure Case.”

The following table sets forth a summary of certain projected financial information for TGE constituting the Historical Growth Capital Expenditure Case, which is identical to the Management Case other than the adjustment, at the request of the Conflicts Committee and in reliance upon the confirmation of senior management referenced above, to reflect $350 million in annual growth capital expenditures:


	Year Ending December 31,
(in millions, except per share data)	2020			2021			2022			2023
Adjusted EBITDA	$	855		$	924		$	978		$	1,025
Maintenance Capital Expenditures	$	(38	)	$	(40	)	$	(42	)	$	(44	)
Interest Expense	$	(163	)	$	(174	)	$	(183	)	$	(190	)
Cash Available for Dividends (CAD)	$	654		$	709		$	753		$	791
Dividends	$	641		$	651		$	658		$	667
Dividend Coverage	$	13		$	58		$	95		$	124
Average Shares Outstanding		284			289			292			296
Coverage Ratio		1.02x			1.09x			1.14x			1.19x
CAD per share	$	2.30		$	2.46		$	2.58		$	2.67

For additional information, please read “—Background of the Merger,” and “—Reasons for the Conflicts Committee’s Recommendation.”

Non-GAAP Financial Measures

TGE generally defines Adjusted EBITDA as net income excluding the impact of interest, income taxes, depreciation and amortization, non-cash income or loss related to derivative instruments, non-cash long-term compensation expense, impairment losses, gains or losses on asset or business disposals or acquisitions, gains or losses on the repurchase, redemption or early retirement of debt, and earnings from unconsolidated investments, but including the impact of distributions from unconsolidated investments and deficiency payments received from or utilized by TGE’s customers. TGE also uses Cash Available for Dividends, which TGE generally defines as Adjusted EBITDA, less cash interest costs, maintenance capital expenditures, current income tax, and certain cash reserves permitted by TGE’s governing documents. Adjusted EBITDA and Cash Available for Dividends are both calculated and presented at the TE level, before consideration of noncontrolling interest associated with the holders of Class B shares and TE Units exchangeable for Class A shares at an exchange ratio of one Class A share for each TE Unit or calculating distributions from TE to TGE, on one hand, and to such holders of Class B shares and TE Units, on the other. TGE believes calculating these measures at TE provides investors the most complete and comparable picture of its overall financial and operational results and provides a consistent metric for period over period comparisons that is not impacted by any future exchanges of Class B shares and TE Units for Class A shares at an exchange ratio of one Class A share for each TE Unit, which does not have a dilutive effect on TGE’s net income per share.

Maintenance capital expenditures are cash expenditures incurred (including expenditures for the construction or development of new capital assets) that TGE expects to maintain its long-term operating income or operating capacity. These expenditures typically include certain system integrity, compliance and safety improvements, and are presented net of noncontrolling interest and reimbursements. TGE collects deficiency payments for volumes committed by TGE’s customers to be transported in a month but not physically received for transport or delivered to the customers’ agreed upon destination point. These deficiency payments are recorded as a deferred liability until the barrels are physically transported and delivered, or when the likelihood that the customer will utilize the deficiency balance becomes remote. Adjusted EBITDA and Cash Available for Dividends are not presentations made in accordance with GAAP.

TGE DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE SUCH PROSPECTIVE FINANCIAL INFORMATION WAS PREPARED OR TO REFLECT THE OCCURRENCE

OF SUBSEQUENT EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROSPECTIVE FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE.

Opinion of Evercore—Financial Advisor to the Conflicts Committee

The Conflicts Committee retained Evercore to act as financial advisor to the Conflicts Committee in connection with evaluating the Merger. The Conflicts Committee engaged Evercore based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses in connection with mergers and acquisitions, leveraged buyouts, competitive biddings, private placements and valuations for corporate and other purposes. On December 16, 2019, at a meeting of the Conflicts Committee and at the request of the Conflicts Committee, Evercore rendered its oral opinion to the Conflicts Committee that, as of December 16, 2019, and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the Merger Consideration is fair, from a financial point of view, to the TGE Unaffiliated Shareholders. Evercore subsequently confirmed its oral opinion in a written opinion dated as of December 16, 2019, which was delivered to the Conflicts Committee on December 17, 2019.

The full text of the written opinion of Evercore, dated as of December 16, 2019, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached hereto as Annex C to this proxy statement. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore consented to the reference to its opinion and to the inclusion of its opinion in this proxy statement, in each case, in accordance with the terms of Evercore’s written opinion, dated December 16, 2019. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Conflicts Committee in connection with its evaluation of the fairness of the Merger Consideration, from a financial point of view, to the TGE Unaffiliated Shareholders, and did not address any other aspects or implications of the Merger. The summary of the Evercore opinion set forth herein is qualified in its entirety by reference to the full text of the opinion included as Annex C.

In connection with rendering its opinion and performing its related financial analysis, Evercore, among other things:

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reviewed certain publicly available historical business and financial information relating to TGE that Evercore deemed relevant, including as set forth in the Annual Report on Form 10-K for the year ended December 31, 2018, the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, and certain Current Reports on Form 8-K, in each case as filed with or furnished to the U.S. Securities and Exchange Commission by TGE since December 31, 2018;

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reviewed certain internal projected financial and operating data and assumptions relating to TGE that were prepared and furnished to Evercore by management of TGE, referred to as the “Management Case”;

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prepared a financial scenario, at the request of the Conflicts Committee, based on the Management Case and total annual growth capital expenditures of $350 million, referred to as the “Historical Growth Capital Expenditure Case”, which amount senior management of TGE confirmed on December 16, 2019 represented a more reasonable assumption as of such date than the $750 million of unidentified growth capital expenditures included in the Management Case;

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discussed with management of TGE their assessment of the past and current operations of TGE, the current financial condition of TGE, the prospects of TGE and the historical and projected financial and operating data and assumptions relating to TGE (including management’s views of the risks and uncertainties of achieving such projections);

•

reviewed the reported prices and the historical trading activity of the Class A shares;

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performed a discounted cash flow analysis for TGE based on forecasts and other data provided by management of TGE;

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performed a discounted dividends analysis on TGE based on forecasts and other data prepared and furnished to Evercore by management of TGE;

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performed a sum-of-the-parts analysis on TGE based on the sum of the valuation of each business unit;

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compared the financial performance of TGE and its stock market trading multiples with those of certain other publicly traded partnerships and companies that Evercore deemed relevant;

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reviewed a draft of the Merger Agreement, dated December 15, 2019; and

•

performed such other analyses and examinations, held such other discussions, reviewed such other information and considered such other factors that Evercore deemed appropriate for the purposes of providing the opinion included as Annex C.

For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore assumes no liability therefor. Evercore further relied upon the assurances of the management of TGE that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. At the direction of the Conflicts Committee and with the confirmation by senior management of TGE regarding annual unidentified growth capital expenditures as described above, for purposes of Evercore’s analysis and opinion, Evercore relied upon the Historical Growth Capital Expenditure Case. With respect to the Historical Growth Capital Expenditure Case, Evercore assumed, with the consent of the Conflicts Committee, that such data has been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of TGE as to the future financial performance of TGE under the assumptions reflected therein. Evercore did not express a view as to any projected financial or operating data relating to TGE, or any judgments, estimates or assumptions on which they are based.

For purposes of rendering its opinion, Evercore assumed, in all respects material to its analysis, that the executed Merger Agreement would not differ from the draft form reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the material covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger will be satisfied without material waiver or modification thereof. Evercore further assumed, in respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on TGE or the consummation of the Merger or materially reduce the benefits of the Merger to the TGE Unaffiliated Shareholders.

Evercore did not conduct a physical inspection of the properties or facilities of TGE and did not make, nor assume any responsibility for making, any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off balance sheet assets and liabilities) of TGE, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of TGE under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of the date of its opinion and financial, economic, market, regulatory and other conditions and circumstances as they existed and as could be evaluated by Evercore on the date of its opinion. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than whether, as of the date of its opinion, the Merger Consideration is fair, from a financial point of view, to the TGE Unaffiliated Shareholders. Evercore did not express any view on, and its opinion does not address, the fairness of

the Merger to, or any consideration received in connection therewith by, any other person, including the holders of any other class of securities, creditors or other constituencies of TGE, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of TGE or TGE GP, or any class of such persons, whether relative to the Merger Consideration or otherwise. Evercore’s opinion did not express a view on, and its opinion did not address, the structure or form of the Merger. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might have been available to TGE, nor did it address the underlying business decision of TGE to engage in the Merger. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the Class A shares or any business combination or other extraordinary transaction involving TGE. Evercore’s opinion does not constitute a recommendation to the Conflicts Committee or to any other persons in respect of the Merger, including as to how any holder of Class A shares should vote or act in respect of the Merger. Evercore expressed no opinion as to the price at which the Class A shares would trade at any time. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by TGE and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses performed by Evercore and reviewed with the Conflicts Committee on December 16, 2019, in connection with the rendering of Evercore’s opinion to the Conflicts Committee. Each analysis was provided to the Conflicts Committee. In connection with arriving at its opinion, Evercore considered all of its analyses as a whole, and the order of the analyses described and the results of these analyses do not represent any relative importance or particular weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on December 16, 2019, and is not necessarily indicative of current market conditions.

Analysis of the Class A Shares

Assumptions with Respect to TGE

Evercore performed a series of analyses to derive indicative valuation ranges for the Class A shares. Evercore performed its analyses utilizing the unaudited, non-public financial projections for TGE prepared and furnished by management referred to as the Management Case, and at the request of the Conflicts Committee referred to above, the unaudited, non-public financial projections referred to as the Historical Growth Capital Expenditure Case. A summary of the Management Case is available under “Certain Financial Projections—Management Case” and a summary of the Historical Growth Capital Expenditure Case is under “Certain Financial Projections—Historical Growth Capital Expenditure Case.” The Management Case projections were not adjusted by Evercore.

Corporate-Level—Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of TGE by valuing the after-tax cash flows to be received by TGE based on the Historical Growth Capital Expenditure Case. Evercore calculated the per share value range for the Class A shares by utilizing a range of discount rates based on TGE’s Weighted Average Cost of Capital (“WACC”), as estimated by Evercore based on the Capital Asset Pricing Model (“CAPM”), and TGE’s corporate-level, natural gas transportation, crude oil transportation and gathering and processing corporate and master limited partnership (“MLP”) peers, and terminal values based on a range of estimated EBITDA exit multiples and perpetuity growth rates. Evercore assumed a range of after-tax discount rates of 6.5% to 7.5%, a range of EBITDA exit multiples of 9.0x to 11.0x and a range of perpetuity growth rates of 0.25% to 0.75% to derive a range of enterprise values and adjusted such enterprise values for debt and cash projected as of January 1, 2020 and divided the resulting equity values by the number of Class A shares projected to be outstanding as of January 1, 2020, which resulted in an implied equity value per Class A share range of (i) $17.86 to $25.51 based on the EBITDA exit multiple discounted cash flow analysis and (ii) $22.16 to $32.27 based on the perpetuity growth discounted cash flow analysis.

Corporate-Level—Discounted Dividend Analysis

Evercore performed a discounted dividend analysis for TGE by calculating the net present value of the projected future dividends for the fiscal year ending December 31, 2020 through the fiscal year ending December 31, 2023, based on the Historical Growth Capital Expenditure Case and adding a terminal value utilizing a terminal yield range of 8.0% to 12.0%. Evercore assumed that future dividends based on the Historical Growth Capital Expenditure Case are paid in cash the following quarter consistent with historical results which resulted in dividends per Class A share equal to $2.24 for the year ending December 31, 2020, $2.25 for the year ending December 31, 2021, $2.25 for the year ending December 31, 2022 and $2.25 for the year ending December 31, 2023. In addition, Evercore assumed the cost of equity range of (i) 7.5% to 8.5% based on CAPM, which resulted in an implied equity value per Class A share range of $21.23 to $28.91 and (ii) 11.0% to 13.0% based on the total expected market return, which resulted in an implied equity value per Class A share range of $18.63 to $25.91.

Corporate-Level—Peer Group Trading Analysis

Evercore performed a peer group trading analysis of TGE by reviewing and comparing the market values and trading multiples of the following ten publicly traded corporations, limited partnerships and MLPs that Evercore deemed to have certain characteristics that are similar to those of TGE, including geography, size, business operations, services offered, nature of business and customers and financial performance:

Corporate-Level Analysis of Peers—Corporations / MLPs:

•

Crestwood Equity Partners LP

•

Enable Midstream Partners, LP

•

Enbridge Inc.

•

Energy Transfer LP

•

EnLink Midstream, LLC

•

Kinder Morgan, Inc.

•

Plains All American Pipeline, L.P.

•

TC PipeLines, LP

•

Targa Resources Corp.

•

The Williams Companies, Inc.

Although the peers were utilized to value the Class A shares for purposes of this analysis, no corporation or MLP used in the peer group trading analysis is identical or directly comparable to TGE. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer corporations and MLPs, Evercore calculated the following trading multiples:

•

Enterprise Value/2020 EBITDA, which is defined as market value of equity, plus debt, preferred equity and noncontrolling interests and less cash (“Enterprise Value”), divided by estimated EBITDA for the calendar year 2020; and

•

Enterprise Value/2021 EBITDA, which is defined as Enterprise Value divided by estimated EBITDA for the calendar year of 2021.

The mean and median Enterprise Value to EBITDA trading multiples of the publicly traded corporations and MLPs are set forth below.


Benchmark (Corporate-Level Analysis of Peers – Corporations / MLPs)	Mean		Median
Enterprise Value/2020 EBITDA		10.1x		9.9x
Enterprise Value/2021 EBITDA		9.6x		9.4x

The table below includes relevant multiple ranges selected by Evercore based on the resulting range of Enterprise Value to EBITDA multiples and certain other considerations related to the specific characteristics of TGE noted by Evercore.


Benchmark	Reference Range – Corporate-Level Analysis of Peers – Corporations and MLPs		Implied Enterprise Value Range ($ in millions)
Enterprise Value/2020 EBITDA		9.0x – 11.0x	$	8,549 – $10,449
Enterprise Value/2021 EBITDA		8.5x – 10.5x	$	8,658 – $10,695

After adjusting for debt and cash projected as of January 1, 2020, and dividing by the number of Class A shares projected to be outstanding as of January 1, 2020, Evercore determined an implied equity value per Class A share range of $12.62 to $20.25 based on 2020 Adjusted EBITDA and 2021 Adjusted EBITDA.

Sum of the Parts—Discounted Cash Flow Analysis

Evercore also performed a series of discounted cash flow analyses to derive indicative valuation ranges for the Class A shares based on a sum-of-the-parts approach aggregating the enterprise values of the following distinct segments of TGE:

•

Rockies Express Pipeline LLC (“REX”)

•

Tallgrass Interstate Gas Transmission, LLC and Trailblazer Pipeline Company LLC (together “Non-REX Natural Gas Transportation”)

•

Pony Express Pipeline, Powder River Gateway, LLC and Stanchion Energy, LLC (together “Crude Oil Transportation and Stanchion”)

•

Tallgrass Terminals, LLC (“Terminals”)

•

Tallgrass Midstream, LLC (“TMID”)

•

BNN Water Solutions, LLC (“BNN”)

•

Unidentified annual growth capital expenditures as provided in the Historical Growth Capital Expenditure Case (the “Growth Wedge”)

•

Corporate general and administrative expenses (“Corporate G&A”)

•

Cash taxes as provided by TGE management (“Cash Taxes”)

Evercore estimated the enterprise value range of TGE by aggregating the implied enterprise value ranges of the segments and subtracting the range of enterprise values for Corporate G&A and Cash Taxes as described further herein. The sum of the implied enterprise values from the sum-of-the-parts discounted cash flow analyses after adjusting for debt and cash projected as of January 1, 2020, and dividing by the number of Class A shares projected to be outstanding as of January 1, 2020, resulted in an implied equity value per Class A share range of (i) $16.93 to $24.45 based on the EBITDA exit multiple discounted cash flow analysis and (ii) $21.47 to $32.35 based on the perpetuity growth discounted cash flow analysis.

REX

For the discounted cash flow analysis of REX, Evercore calculated ranges of implied enterprise value utilizing a range of after-tax discount rates based on natural gas transportation peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on natural gas transportation peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of after-tax discount rates of 6.5% to 7.5%, a range of EBITDA exit multiples of 9.0x to 11.0x and a range of perpetuity growth rates of 0.25% to 0.75%.

The discounted cash flow analysis resulted in a range of implied enterprise value for TGE’s 75.0% equity interest in REX of (i) $4,507.2 million to $5,345.2 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) $6,159.7 million to $7,631.0 million based on the perpetuity growth discounted cash flow analysis.

Non-REX Natural Gas Transportation

For the discounted cash flow analysis of Non-REX Natural Gas Transportation, Evercore calculated ranges of implied enterprise value utilizing a range of after-tax discount rates based on natural gas transportation peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on natural gas transportation peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of after-tax discount rates of 7.0% to 8.0%, a range of EBITDA exit multiples of 9.0x to 11.0x and a range of perpetuity growth rates of 0.25% to 0.75%.

The discounted cash flow analysis resulted in a range of implied enterprise value for Non-REX Natural Gas Transportation of (i) $853.8 million to $1,017.9 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) $1,023.7 million to $1,248.0 million based on the perpetuity growth discounted cash flow analysis.

Crude Oil Transportation and Stanchion

For the discounted cash flow analysis of Crude Oil Transportation and Stanchion, Evercore calculated ranges of implied enterprise value utilizing a range of after-tax discount rates based on crude oil transportation peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on crude oil transportation peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of after-tax discount rates of 6.75% to 7.75%, a range of EBITDA exit multiples of 9.0x to 11.0x and a range of perpetuity growth rates of 0.25% to 0.75%.

The discounted cash flow analysis resulted in a range of implied enterprise value for Crude Oil Transportation and Stanchion of (i) $2,511.7 million to $2,980.2 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) $3,378.1 million to $4,154.1 million based on the perpetuity growth discounted cash flow analysis.

Terminals

For the discounted cash flow analysis of Terminals, Evercore calculated ranges of implied enterprise value utilizing a range of after-tax discount rates based on terminal peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples as well as perpetuity growth rates. Evercore assumed a range of after-tax discount rates of 6.5% to 7.5%, a range of EBITDA exit multiples of 9.0x to 11.0x and a range of perpetuity growth rates of 1.00% to 2.00%.

The discounted cash flow analysis resulted in a range of implied enterprise value for Terminals of (i) $382.6 million to $454.0 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) $572.7 million to $801.6 million based on the perpetuity growth discounted cash flow analysis.

TMID

For the discounted cash flow analysis of TMID, Evercore calculated ranges of implied enterprise value utilizing a range of after-tax discount rates based on gathering and processing peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on gathering and processing peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of after-tax discount rates of 7.5% to 8.5%, a range of EBITDA exit multiples of 8.0x to 10.0x and a range of perpetuity growth rates of 0.25% to 0.75%.

The discounted cash flow analysis resulted in a range of implied enterprise value for TMID of (i) $368.5 million to $458.1 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) $436.2 million to $535.5 million based on the perpetuity growth discounted cash flow analysis.

BNN

For the discounted cash flow analysis of BNN, Evercore calculated ranges of implied enterprise value utilizing a range of after-tax discount rates based on water logistics peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on water logistics peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of after-tax discount rates of 8.5% to 9.5%, a range of EBITDA exit multiples of 7.5x to 9.5x and a range of perpetuity growth rates of 0.25% to 0.75%.

The discounted cash flow analysis resulted in a range of implied enterprise value for BNN of (i) $1,012.0 million to $1,242.2 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) $1,361.7 million to $1,621.7 million based on the perpetuity growth discounted cash flow analysis.

Growth Wedge

For the discounted cash flow analysis of the Growth Wedge, Evercore calculated ranges of implied enterprise value utilizing a range of after-tax discount rates based on the corporate-level peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on corporate-level peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of after-tax discount rates of 6.5% to 7.5%, a range of EBITDA exit multiples of 9.0x to 11.0x and a range of perpetuity growth rates of 0.75% to 1.75%.

The discounted cash flow analysis resulted in a range of implied enterprise value for the Growth Wedge of (i) $219.9 million to $490.2 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) $1,037.0 million to $1,929.5 million based on the perpetuity growth discounted cash flow analysis.

Corporate G&A

Evercore valued Corporate G&A for TGE using an EBITDA multiple range of 8.8x to 10.8x based on the enterprise-value weighted average EBITDA exit multiple of each of REX, Non-REX Natural Gas Transportation, Crude Oil Transportation and Stanchion, Terminals, TMID and BNN.

The enterprise-value weighted average EBITDA exit multiple of each of the business segments resulted in a range of implied enterprise value for Corporate G&A of (i) -$67.4 million to -$82.7 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) -$67.5 million to -$82.9 million based on the perpetuity growth discounted cash flow analysis.

Cash Taxes

Evercore valued Cash Taxes for TGE using a range of after-tax discount rates of 6.5% to 7.5% based on the corporate-level after-tax WACC and a perpetuity growth rate range of 0.25% to 0.75% based on the corporate-level perpetuity growth rates.

The discounted cash flow analysis resulted in a range of implied enterprise value for Cash Taxes of (i) $27.1 million to $27.5 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) $2,861.4 million to $3,738.4 million based on the perpetuity growth discounted cash flow analysis.

Sum of the Parts—Precedent M&A Transaction Analysis

Evercore also performed a series of precedent M&A transaction analyses to derive an indicative valuation range for the Class A shares based on a sum-of-the-parts approach aggregating the enterprise values of the distinct segments of TGE.

REX and Non-REX Natural Gas Transportation

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of REX and Non-REX Natural Gas Transportation, including transactions involving long-haul natural gas pipeline assets.

Evercore reviewed transactions involving long-haul natural gas pipeline assets announced since August 2015 and selected 11 transactions involving assets that Evercore deemed to have certain financial and operational characteristics that are similar to those of REX and Non-REX Natural Gas Transportation, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to REX and Non-REX Natural Gas Transportation:


Date Announced		Acquiror / Target (Seller)
01/2019		NEXUS Gas Transmission, LLC / Generation Pipeline LLC
02/2018		Tallgrass Energy GP, LP / 25.01% interest in Rockies Express Pipeline LLC (Tallgrass Development LP)
11/2017		American Midstream Partners, LP / Trans-Union Interstate Pipeline (ArcLight Capital Partners, LLC)
07/2017		Blackstone Energy Partners / 32.44% interest in Rover Pipeline (Energy Transfer Partners, LP)
06/2017		TC PipeLines, LP / 49.3% interest in Iroquois Gas Transmission System, LP and 11.8% interest in Portland Natural Gas Transmission (TransCanada Corp.)
04/2017		Tallgrass Energy Partners, LP / 24.99% interest in Rockies Express Pipeline LLC (Tallgrass Development, LP)
10/2016		Dominion Midstream Partners / Questar Pipeline LLC (Dominion Resources)
07/2016		Southern Company / 50% interest in Southern Natural Gas Pipeline System (Kinder Morgan, Inc.)
05/2016		Tallgrass Energy Partners, LP / 25% interest in Rockies Express Pipeline LLC (Sempra U.S. Gas and Power)
11/2015		TC Pipelines, LP / 49.9% interest in Portland Natural Gas Transmission System (TransCanada Corp.)
08/2015		Dominion Midstream Partners, LP / 25.93% interest in Iroquois Gas Transmission System, LP (National Grid and New Jersey Resources Corp.)

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected long-haul natural gas transportation transactions were equal to 8.8x and 9.5x, respectively. Evercore further noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the long-haul natural gas transportation transactions, excluding the transactions between TGE and REX and the transactions between TEP and REX, were equal to 9.8x and 10.4x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 8.5x to 10.5x. Evercore then applied these ranges of selected multiples to 2019 EBITDA for REX and Non-REX Natural Gas Transportation. To derive the enterprise value range implied by 2019 EBITDA, Evercore multiplied the range of selected multiples by the REX and Non-REX Natural Gas Transportation 2019 EBITDA. This analysis resulted in a range of enterprise value attributed to TGE for REX of $4,800.4 million to $5,929.9 million utilizing 2019 EBITDA and a range of enterprise value for Non-REX Natural Gas Transportation of $697.0 million to $861.0 million utilizing 2019 EBITDA.

Crude Oil Transportation and Stanchion

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of Crude Oil Transportation and Stanchion, including transactions involving long-haul crude oil pipelines assets.

Evercore reviewed transactions involving long-haul crude oil pipeline assets announced since March 2015 and selected eight transactions involving assets that Evercore deemed to have certain financial and operational characteristics that are similar to those of Crude Oil Transportation and Stanchion, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to Crude Oil Transportation and Stanchion:


Date Announced		Acquiror / Target (Seller)
05/2019		Delek Logistics Partners, LP / 33.0% interest in Red River Pipeline Company LLC (Plains All American Pipeline L.P.)
08/2018		OMERS Infrastructure Management, Inc. / 50% interest in BridgeTex Pipeline Company, LLC (Plains All American Pipeline, L.P., Magellan Midstream, L.P.)
01/2018		Andeavor / 110-mile crude oil pipeline and oil storage terminals (Rangeland Energy II, LLC)
08/2017		Holly Energy Partners LP/ Remaining 50% interest in Frontier Aspen LLC and 75% interest in SLC Pipeline LLC (Plains All American Pipeline L.P.)
02/2017		Plains All American Pipeline L.P. and Noble Midstream Partners LP / Advantage Pipeline, LLC
01/2016		Tallgrass Energy Partners, LP / 31.3% interest in Pony Express Pipeline (Tallgrass Development, LP)
11/2015		Western Refining Logistics, LP / TexNew Mex Pipeline and an 80,000-barrel crude oil storage tank (Western Refining, Inc.)
03/2015		EnLink Midstream Partners, LP / Victoria Express Pipeline (Devon Energy Corporation)

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected long-haul crude oil pipeline transactions were equal to 9.4x and 9.3x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 8.5x to 10.5x. Evercore then applied these ranges of selected multiples to 2019 EBITDA for Crude Oil Transportation and Stanchion. To derive the enterprise value range implied by 2019 EBITDA, Evercore multiplied the range of selected multiples by Crude Oil Transportation and Stanchion 2019 EBITDA. This analysis resulted in a range of enterprise value for Crude Oil Transportation and Stanchion of $2,745.5 million to $3,391.5 million utilizing 2019 EBITDA.

Terminals

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of Terminals, including transactions involving crude oil terminal assets.

Evercore reviewed transactions involving crude oil terminal assets announced since July 2015 and selected nine transactions involving assets that Evercore deemed to have certain financial and operational characteristics that are similar to those of Terminals, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to Terminals:


Date Announced		Acquiror / Target (Seller)
02/2018		Delek Logistics Partners, LP / Big Spring Logistics’ storage tanks, NGL storage and asphalt/light products terminals (Delek US Holdings, Inc.)
01/2018		Tallgrass Energy Partners, LP / 38% interest in Deeprock North, LLC crude oil terminal in North Cushing, OK (Kinder Morgan, Inc.)
01/2018		Tallgrass Energy Partners, LP / 51% interest in Pawnee Terminal (Zenith Energy)
08/2017		International-Matex Tank Terminals (Macquarie Infrastructure Corp.) / Epic Midstream (White Deer Energy / Blue Water Energy)
06/2017		SemGroup Corporation / Houston Fuel Oil Terminal Company (Alinda Capital Partners)
06/2017		USD Partners LP / Crude oil destination terminal in Stroud, OK (Undisclosed)
01/2017		Tallgrass Energy Partners, LP / Tallgrass Terminals, LLC and Tallgrass NatGas Operator, LLC (Tallgrass Development, LLC)
10/2016		NuStar Energy L.P. / Crude oil and refined product storage assets in Port of Corpus Christi (Martin Midstream Partners L.P.)
07/2015		Arc Logistics Partners LP / Pawnee crude terminal and development assets (United Energy Trading, LLC / Hawkeye Midstream, LLC)

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected crude oil terminal transactions were equal to 8.8x and 8.0x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 8.0x to 10.0x. Evercore then applied these ranges of selected multiples to 2019 EBITDA for Terminals. To derive the enterprise value range implied by 2019 EBITDA, Evercore multiplied the range of selected multiples by Terminals 2019 EBITDA. This analysis resulted in a range of enterprise value for Terminals of $288.0 million to $360.0 million utilizing 2019 EBITDA.

TMID

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of TMID, including transactions involving natural gas gathering and processing assets.

Evercore reviewed transactions involving natural gas gathering and processing assets announced since November 2016 and selected 11 transactions involving assets that Evercore deemed to have certain financial and operational characteristics that are similar to those of TMID, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to TMID:


Date Announced		Acquiror / Target (Seller)
05/2019		DTE Midstream (DTE Energy) / 30% interest in Stonewall Gas Gathering (AltaGas Ltd.)
04/2019		Crestwood Equity Partners LP / Remaining 50.0% interest in Jackalope Gas Gathering Services, L.L.C. (The Williams Companies, Inc.)
03/2019		SK Holdings Co Ltd / Minority interest in Blue Racer Midstream, LLC (First Reserve)
03/2019		EQM Midstream Partners, LP / 60% interest in Eureka Midstream Holdings, LLC and 100% interest in Hornet Midstream Holdings, LLC (Morgan Stanley Infrastructure Partners)
02/2019		GSO Capital Partners and Blackstone Tactical Opportunities / 45% equity interest in Targa Badlands LLC (Targa Resources Corp.)
11/2018		First Reserve / 50% interest in Blue Racer Midstream, LLC (Dominion Energy, Inc.)
02/2018		CNX Midstream Partners LP / 95% interest in the Shirley-Pennsboro Gathering System (CNX Resources Corporation)
06/2017		Howard Energy Partners / 50% interest in Delaware Basin G&P assets (WPX Energy, Inc.)
05/2017		Crestwood Permian Basin Holdings LLC / Delaware Basin Willow Lake G&P (Crestwood Equity Partners LP)
05/2017		Energy Transfer Partners, LP / 34.4% remaining interest in Penntex Midstream Partners, LP
11/2016		Tesoro Logistics LP / Williston G&P Assets (Whiting Oil and Gas Corporation / GBK Investments, LLC / WBI Energy Midstream, LLC)

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected natural gas gathering and processing transactions were equal to 9.8x and 9.8x, respectively.

BNN

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of BNN, including transactions involving water logistics assets.

Evercore reviewed transactions involving water logistics assets announced since July 2014 and selected ten transactions involving assets that Evercore deemed to have certain financial and operational characteristics that are similar to those of BNN, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to BNN:


Date Announced		Acquiror / Target (Seller)
09/2019		NGL Energy Partners LP / Hillstone Environmental Partners, LLC
05/2019		NGL Energy Partners LP / Mesquite Disposals Unlimited, LLC
12/2018		WaterBridge Resources LLC / Nine SWD wells and additional permits (NGL Energy Partners LP)
10/2018		WaterBridge Resources LLC / Delaware Basin water infrastructure assets (Halcón Resources Corporation)
10/2018		Nuverra Environmental Solutions, Inc. / Clearwater Solutions
02/2018		Tallgrass Energy Partners, LP / Buckhorn SWD Solutions, LLC and Buckhorn Energy Services, LLC
12/2015		Tallgrass Energy Partners, LP / BNN Western, LLC (Whiting Oil and Gas Corporation)
09/2015		Antero Midstream Partners LP / Appalachia freshwater delivery and produced water treatment and disposal (Antero Resources Corp.)
09/2014		Ferrellgas Partners LP / Two saltwater disposal wells in Eagle Ford, an option to acquire an additional SWD well (C&E Production, LLC)
07/2014		NGL Energy Partners LP / Five SWD wells in the Eagle Ford and the Permian

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected water logistics transactions were equal to 7.3x and 7.7x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 7.0x to 9.0x. Evercore then applied these ranges of selected multiples to 2019 EBITDA for BNN. To derive the enterprise value range implied by 2019 EBITDA, Evercore multiplied the range of selected multiples by BNN 2019 EBITDA. This analysis resulted in a range of enterprise value for BNN of $518.0 million to $666.0 million utilizing 2019 EBITDA.

Corporate G&A

Evercore valued Corporate G&A for TGE using a weighted average 2019 EBITDA multiple range of 8.4x to 10.4x based on the EBITDA-weighted average EBITDA multiple of each of REX, Non-REX Natural Gas Transportation, Crude Oil Transportation and Stanchion, Terminals, TMID, and BNN. The Precedent M&A Transaction analysis resulted in a range of implied enterprise value for Corporate G&A of -$75.5 million to -$93.5 million.

Sum of the Parts—Peer Group Trading Analysis

Evercore performed a series of peer group trading analyses to derive an indicative valuation range for Class A shares based on a sum-of-the-parts approach aggregating the enterprise values of the distinct segments of TGE.

Evercore estimated the enterprise value range of TGE by aggregating the implied enterprise value ranges of the segments and subtracting the range of enterprise values for Corporate G&A. The sum of the implied enterprise values from the sum-of-the-parts peer group trading analyses based on 2020 EBITDA after adjusting for debt and cash projected as of January 1, 2020, and dividing by the number of Class A shares projected to be outstanding as of January 1, 2020, resulted in an implied equity value range per Class A share of $12.50 to $19.38. The sum of the implied enterprise values from the sum-of-the-parts peer group trading analyses based on 2021 EBITDA after adjusting for debt and cash as of January 1, 2020, and dividing by the number of Class A shares projected to be outstanding as of January 1, 2020, resulted in an implied equity value range per Class A share of $12.82 to $19.77.

REX and Non-REX Natural Gas Transportation

Evercore performed a peer group trading analysis of REX and Non-REX Natural Gas Transportation by reviewing and comparing the market values and trading multiples of the following seven natural gas transportation corporations and partnerships that Evercore deemed to have certain characteristics that are similar to those of REX and Non-REX Natural Gas Transportation, including size, focus on natural gas transportation, services offered, nature of customers and financial performance:

Natural Gas Transportation Corporations / Partnerships:

•

Enbridge Inc.

•

Energy Transfer LP

•

EQM Midstream Partners, LP

•

Kinder Morgan, Inc.

•

TC PipeLines, LP

•

TC Energy Corporation

•

The Williams Companies, Inc.

Although the peer group was compared to REX and Non-REX Natural Gas Transportation for purposes of this analysis, no corporation or partnership used in the peer group analysis is identical or directly comparable to REX and Non-REX Natural Gas Transportation. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group corporations and partnerships, Evercore calculated the following trading multiples:

•

Enterprise Value/2020 EBITDA, which is defined as Enterprise Value divided by estimated EBITDA for the calendar year 2020; and

•

Enterprise Value/2021 EBITDA, which is defined as Enterprise Value divided by estimated EBITDA for the calendar year 2021.

The mean and median trading multiples are set forth below. The table also includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the assets noted by Evercore.


Benchmark	Mean		Median
Enterprise Value/2020 EBITDA		10.7x		10.8x
Enterprise Value/2021 EBITDA		10.2x		10.6x

Benchmark	Reference Range
Enterprise Value/2020 EBITDA		9.5x – 11.5x
Enterprise Value/2021 EBITDA		9.0x – 11.0x

Evercore derived a range of implied enterprise values for REX of (i) $5,711.9 million to $6,914.4 million based on 2020 EBITDA for REX and (ii) $5,425.7 million to $6,631.4 million based on 2021 EBITDA for REX. This analysis resulted in a range of enterprise values attributed to Tallgrass 75% interest in REX of (i) $4,069.2 million based on the low-range of 2020 and 2021 EBITDA and (ii) $5,185.8 million based on the high-range of 2020 and 2021 EBITDA. Evercore derived a range of implied enterprise values for Non-REX Natural Gas Transportation of (i) $799.1 million to $967.4 million based on 2020 EBITDA for Non-REX Natural Gas Transportation and (ii) $791.2 million to $967.1 million based on 2021 EBITDA for Non-REX Natural Gas Transportation.

Crude Oil Transportation and Stanchion

Evercore performed a peer group trading analysis of Crude Oil Transportation and Stanchion by reviewing and comparing the market values and trading multiples of the following seven crude oil transportation partnerships that Evercore deemed to have certain characteristics that are similar to those of Crude Oil Transportation and Stanchion, including size, focus on crude oil transportation, services offered, nature of customers and financial performance:

Crude Oil Transportation Partnerships:

•

Holly Energy Partners, L.P.

•

Magellan Midstream Partners, L.P.

•

MPLX LP

•

NuStar Energy L.P.

•

Phillips 66 Partners LP

•

Plains All American Pipeline, L.P.

•

Shell Midstream Partners, L.P.

Although the peer group was compared to Crude Oil Transportation and Stanchion for purposes of this analysis, no partnership used in the peer group analysis is identical or directly comparable to Crude Oil Transportation and Stanchion. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group partnerships, Evercore calculated the following trading multiples:

•

Enterprise Value/2020 EBITDA, which is defined as Enterprise Value divided by estimated EBITDA for the calendar year 2020; and

•

Enterprise Value/2021 EBITDA, which is defined as Enterprise Value divided by estimated EBITDA for the calendar year 2021.


Benchmark	Mean		Median
Enterprise Value/2020 EBITDA		10.2x		9.5x
Enterprise Value/2021 EBITDA		9.6x		9.0x

Benchmark	Reference Range
Enterprise Value/2020 EBITDA		9.0x – 11.0x
Enterprise Value/2021 EBITDA		8.5x – 10.5x

Evercore derived a range of implied enterprise values for Crude Oil Transportation and Stanchion of (i) $2,017.9 million to $2,466.4 million based on 2020 EBITDA for Crude Oil Transportation and Stanchion and (ii) $1,975.2 million to $2,440.0 million based on 2021 EBITDA for Crude Oil Transportation and Stanchion.

Terminals

Evercore performed a peer group trading analysis of Terminals by reviewing and comparing the market values and trading multiples of the following three terminals partnerships that Evercore deemed to have certain characteristics that are similar to those of Terminals, including size, focus on the storage of crude oil, services offered, nature of customers and financial performance:

Terminals Partnerships:

•

Global Partners LP

•

Sprague Resources LP

•

USD Partners LP

Although the peer group was compared to Terminals for purposes of this analysis, no partnership used in the peer group analysis is identical or directly comparable to Terminals. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group partnerships, Evercore calculated the following trading multiples:

•

Enterprise Value/2020 EBITDA which is defined as Enterprise Value divided by estimated EBITDA for the calendar year 2020; and

•

Enterprise Value/2021 EBITDA which is defined as Enterprise Value divided by estimated EBITDA for the calendar year 2021.


Benchmark	Mean		Median
Enterprise Value/2020 EBITDA		7.9x		7.9x
Enterprise Value/2021 EBITDA		7.8x		7.8x

Benchmark	Reference Range
Enterprise Value/2020 EBITDA		7.0x – 9.0x
Enterprise Value/2021 EBITDA		6.5x – 8.5x

Evercore derived a range of implied enterprise values for Terminals of (i) $255.9 million to $329.1 million based on 2020 EBITDA for Terminals and (ii) $240.7 million to $314.7 million based on 2021 EBITDA for Terminals.

TMID

Evercore performed a peer group trading analysis of TMID by reviewing and comparing the market values and trading multiples of the following 11 gathering and processing corporations and partnerships that Evercore deemed to have certain characteristics that are similar to those of TMID, including size, focus on gathering and processing, services offered, nature of customers and financial performance:

Gathering and Processing Corporations / Partnerships:

•

CNX Midstream Partners LP

•

Crestwood Equity Partners LP

•

DCP Midstream, LP

•

Enable Midstream Partners, LP

•

EnLink Midstream, LLC

•

Hess Midstream Partners LP

•

Noble Midstream Partners LP

•

Oasis Midstream Partners LP

•

Summit Midstream Partners, LP

•

Targa Resources Corp.

•

Western Midstream Partners, LP

Although the peer group was compared to TMID for purposes of this analysis, no corporation or partnership used in the peer group analysis is identical or directly comparable to TMID. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group corporations and partnerships, Evercore calculated the following trading multiples:

•

Enterprise Value/2020 EBITDA, which is defined as Enterprise Value divided by estimated EBITDA for the calendar year 2020; and

•

Enterprise Value/2021 EBITDA, which is defined as Enterprise Value divided by estimated EBITDA for the calendar year 2021.


Benchmark	Mean		Median
Enterprise Value/2020 EBITDA		8.8x		8.9x
Enterprise Value/2021 EBITDA		8.1x		8.2x

Benchmark	Reference Range
Enterprise Value/2020 EBITDA		7.5x – 9.5x
Enterprise Value/2021 EBITDA		7.0x – 9.0x

Evercore derived a range of implied enterprise values for TMID of (i) $311.4 million to $394.5 million based on 2020 EBITDA for TMID and (ii) $329.7 million to $423.8 million based on 2021 EBITDA for TMID.

BNN

Evercore performed a peer group trading analysis of BNN by reviewing and comparing the market values and trading multiples of the following three water logistics corporations and partnerships that Evercore deemed to have certain characteristics that are similar to those of BNN, including size, focus on water logistics, services offered, nature of customers and financial performance:

Water Logistics Corporations / Partnerships:

•

NGL Energy Partners LP

•

Rattler Midstream LP

•

Select Energy Services, Inc.

Although the peer group was compared to BNN for purposes of this analysis, no corporation or partnership used in the peer group analysis is identical or directly comparable to BNN. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group corporations and partnerships, Evercore calculated the following trading multiples:

•

Enterprise Value/2020 EBITDA, which is defined as Enterprise Value divided by estimated EBITDA for the calendar year 2020; and

•

Enterprise Value/2021 EBITDA, which is defined as Enterprise Value divided by estimated EBITDA for the calendar year 2021.


Benchmark	Mean		Median
Enterprise Value/2020 EBITDA		6.9x		7.1x
Enterprise Value/2021 EBITDA		6.0x		6.1x

Benchmark	Reference Range
Enterprise Value/2020 EBITDA		6.0x – 8.0x
Enterprise Value/2021 EBITDA		5.5x – 6.5x

Evercore derived a range of implied enterprise values for BNN of (i) $628.4 million to $837.9 million based on 2020 EBITDA for BNN and (ii) $699.3 million to $826.5 million based on 2021 EBITDA for BNN.

Growth Wedge

Evercore valued the Growth Wedge for TGE using an EBITDA-weighted average 2020 and 2021 EBITDA multiple range of 8.8x to 10.8x and 8.2x to 10.1x, respectively, based on the EBITDA-weighted average EBITDA multiple of each of REX, Non-REX Natural Gas Transportation, Crude Oil Transportation and Stanchion, Terminals, TMID, and BNN. The Peer Group Trading Analysis utilizing the 2020 EBITDA multiple methodology resulted in a range of implied enterprise value for the Growth Wedge of $288.1 million to $353.5 million. The Peer Group Trading Analysis utilizing the 2021 EBITDA multiple methodology resulted in a range of implied enterprise value for the Growth Wedge of $566.4 million to $695.0 million.

Corporate G&A

Evercore valued Corporate G&A for TGE using an EBITDA-weighted average 2020 and 2021 EBITDA multiple range of 8.8x to 10.8x and 8.2x to 10.1x, respectively, based on the EBITDA-weighted average EBITDA multiple of each of REX, Non-REX Natural Gas Transportation, Crude Oil Transportation and Stanchion, Terminals, TMID, and BNN. The Peer Group Trading Analysis utilizing the 2020 EBITDA multiple methodology resulted in a range of implied enterprise value for Corporate G&A of $67.4 million to $82.7 million. The Peer Group Trading Analysis utilizing the 2021 EBITDA multiple methodology resulted in a range of implied enterprise value for Corporate G&A of $64.3 million to $78.9 million.

Other Presentations by Evercore

In addition to the presentation made to the Conflicts Committee on December 16, 2019, the date on which Evercore delivered its opinion, as described above, Evercore made other written and oral presentations to the Conflicts Committee on October 15, October 22, December 5 and December 10, 2019, which are referred to as the preliminary Evercore presentations. Copies of the preliminary Evercore presentations provided to the Conflicts Committee by Evercore have been attached as exhibits to the Schedule 13E-3 related to the Merger. These written presentations and the written opinion will be available for any interested TGE Shareholder to inspect and copy at TGE’s executive offices during regular business hours.

None of the preliminary Evercore presentations, alone or together, constitutes an opinion of Evercore with respect to the Merger Consideration. The information contained in the written and oral presentations made to the Conflicts Committee on October 15, October 22, December 5 and December 10, 2019 is substantially similar to the information provided in Evercore’s written presentation to the Conflicts Committee on December 16, 2019,

as described above, with most substantive changes reflecting (1) the most recent offer from the Sponsors as of the date of such preliminary Evercore presentation, (2) updates to the WACC and trading multiple ranges utilized by Evercore in its valuation analyses to reflect changes in market data between preliminary Evercore presentations and (3) analyses with respect to financial cases that were adjusted from the Management Case to reflect ranges of sensitivities or other adjustments, including the Historical Growth Capital Expenditure Case, at the direction of the Conflicts Committee and with the confirmation of senior management of TGE regarding annual unidentified growth capital expenditures.

The October 15, 2019 materials included (1) an executive summary, including (a) an overview of the proposed Transactions detailing summary proposed terms, (b) an overview of TGE’s current summary organizational structure and ownership, (c) an analysis of financial metrics implied by the proposed Transactions, and (d) certain issues for consideration by the Conflicts Committee; (2) an overview of TGE’s current market situation and a review of its price performance following the merger of TGE and TEP on June 30, 2018; (3) a review of TGE’s assets by segment, including: (a) a review of the financial projections for TGE as provided by TGE management, (b) a review of the assumptions utilized by TGE management in deriving such financial projections, and (c) overviews of REX and Pony Express Pipeline; and (4) a preliminary valuation of the Class A shares.

The October 22, 2019 materials included (1) additional information about shipper volumes on REX and Pony Express Pipeline and (2) at the request of the Conflicts Committee, an evaluation of the $19.50 per share offer (the “Proposed Consideration”) relative to both a 60-day and 90-day volume weighted average price.

The December 5, 2019 materials included, as requested by the Conflicts Committee, a comparison of the Management Case and various reduced capital expenditure and EBITDA cases.

The December 10, 2019 materials included, as requested by the Conflicts Committee, a comparison of the Management Case and various reduced capital expenditure and EBITDA cases, including the Historical Growth Capital Expenditure case.

Each of the analyses performed in these preliminary Evercore presentations was subject to further updating and subject to the final analyses presented to the Conflicts Committee on December 16, 2019, by Evercore. Each of these analyses was necessarily based on financial, economic, monetary, market, regulatory and other conditions and circumstances as they existed and as could be evaluated by Evercore as of the dates on which Evercore performed such analyses. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information, and not all of the written and oral presentations contained all of the financial analyses included in the December 16, 2019 presentation.

General

In connection with the review of the transaction, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion to the Conflicts Committee. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the Merger Consideration. No company used in the above analyses as a comparison is directly comparable to TGE and no precedent transaction used is directly comparable to the assets of TGE. Furthermore, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other

factors that could affect the acquisition, public trading or other values of the corporations, MLPs or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of TGE and its advisors.

Evercore prepared these analyses solely for the information and benefit of the Conflicts Committee and for the purpose of providing an opinion to the Conflicts Committee as to whether the Merger Consideration is fair, from a financial point of view, to the TGE Unaffiliated Shareholders. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the opinion was approved by an opinion committee of Evercore.

Except as described above, the Conflicts Committee imposed no other instruction or limitation on Evercore with respect to the investigations made or the procedures followed by Evercore in rendering its opinion. The terms and conditions of the Merger Agreement and the related terms and conditions of the transaction were determined through arm’s-length negotiations between the Conflicts Committee and the Sponsors. Evercore did not recommend any specific consideration to the Conflicts Committee or recommend that any specific consideration constituted the only appropriate consideration in the Merger. Evercore’s opinion was only one of many factors considered by the Conflicts Committee in its evaluation of the Merger and should not be viewed as determinative of the views of the Conflicts Committee with respect to the Merger or the Merger Consideration.

Under the terms of Evercore’s engagement letter with TGE and the Conflicts Committee, TGE paid Evercore a fee of $1,250,000 upon rendering its opinion, and has agreed to pay an additional transaction fee of $500,000 upon consummation of the Merger. Evercore also received a fee of $500,000 upon execution of its engagement letter with TGE and the Conflicts Committee. In addition, TGE has agreed to reimburse Evercore for its reasonable out-of-pocket expenses (including legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its members, officers, advisors, representatives, employees, agents, Affiliates or controlling persons, if any, against certain liabilities and expenses arising out of its engagement, or to contribute to payments which any of such persons might be required to make with respect to such liabilities. As of March 12, 2020, TGE has paid $13,635.28 in reimbursement of out-of-pocket expenses incurred by Evercore.

Since January 1, 2018, Evercore has provided financial advisory services to (i) the conflicts committee of the board of directors of the general partner of TEP in 2018 with respect to a dropdown transaction and the merger of TEP with a subsidiary of TGE and (ii) the conflicts committee of the TGE GP Board with respect to the merger transaction between TE and Tallgrass Development, LP, for which Evercore received aggregate fees and reimbursement of expenses in the amount of approximately $2.3 million. From time to time, Evercore provides investment banking advisory and capital markets services to The Blackstone Group Inc. and its affiliates and GIC and its affiliates, and during the two year period prior to the date hereof Evercore received aggregate fees and reimbursement of expenses from such parties of approximately $49.0 million. During the two-year period prior to the date hereof and except as described herein, no material relationship existed between Evercore and any party to the Merger Agreement pursuant to which compensation was received by Evercore or its Affiliates as a result of such a relationship.

Evercore and its Affiliates engage in a wide range of activities for their own accounts and the accounts of customers. In connection with these businesses or otherwise, Evercore and its Affiliates and/or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products relating to TGE and its Affiliates.

Citigroup Global Markets Inc. Financial Advisor Discussion Materials Provided to an Affiliate of the Blackstone Parties

An affiliate of the Blackstone Parties (“BIA”) engaged Citi as a financial advisor to BIA in connection with the Transactions. In connection with Citi’s engagement, Citi provided, for informational purposes and at BIA’s request, certain preliminary discussion materials to representatives of BIA, including discussion materials dated March 26, 2019 (referred to in this section as the “March 26, 2019 Discussion Materials”), discussion materials dated June 20, 2019 (referred to in this section as the “June 20, 2019 Discussion Materials”), discussion materials dated July 3, 2019 (referred to in this section as the “July 3, 2019 Discussion Materials”), additional discussion materials dated July 3, 2019 (referred to in this section as the “Additional July 3, 2019 Discussion Materials”), discussion materials dated August 6, 2019 (referred to in this section as the “August 6, 2019 Discussion Materials”) and various other additional discussion materials dated March 1, 2019 through December 15, 2019 (referred to in this section as the “Other Additional Discussion Materials” and, together with the March 26, 2019 Discussion Materials, June 20, 2019 Discussion Materials, July 3, 2019 Discussion Materials, Additional July 3, 2019 Discussion Materials and August 6, 2019 Discussion Materials, as the “Discussion Materials”).

The Discussion Materials are included as exhibits to the Transaction Statement on Schedule 13E-3 and are incorporated herein by reference. The description of the Discussion Materials set forth below is qualified in its entirety by reference to the full text of such Discussion Materials. The Discussion Materials were provided for the information of BIA in connection with the Transactions. Citi was not requested to, and it did not, provide to BIA or any other person any (i) opinion (whether as to the fairness of any consideration, including, without limitation, the Merger Consideration, or otherwise) or (ii) recommendation as to how to vote or act on any matters relating to the proposed Transactions or otherwise. Citi expressed no view as to, and it did not address, the underlying business decision of any party to the Transactions to effect or enter into the Transactions, the relative merits of the Transactions as compared to any alternative business strategies that might exist for any such party or the effect of any other transaction which any such party might engage in or consider. The Discussion Materials were not intended to be and do not constitute a recommendation to any shareholder as to how such shareholder should vote or act on any matters relating to the proposed Transactions or otherwise. The Discussion Materials were preliminary and informational and were not based on financial forecasts and other information and data provided in connection with the Transactions or as of dates proximate to the execution of the Merger Agreement and therefore are not reflective of certain procedures typically applicable to materials or presentations in connection with delivering an opinion.

In preparing the Discussion Materials, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the management and other representatives of BIA that they were not aware of any relevant information that was omitted or that remained undisclosed to Citi. With respect to the financial forecasts and other information and data relating to TGE that Citi was directed to utilize, Citi was advised by the management of BIA and Citi assumed, with BIA’s consent, that they were reasonably prepared on bases reflecting the then best currently available estimates and judgments of such management as to, and were a reasonable basis upon which to evaluate, the future financial performance of TGE and the other matters covered thereby. Citi expressed no view as to any financial forecasts and other information or data (or underlying assumptions on which any such financial forecasts and other information or data were based) provided to or otherwise reviewed by or discussed with Citi.

Citi did not make and was not provided with an independent evaluation or appraisal of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise) of TGE or any other entity and Citi did not make any physical inspection of the properties or assets of TGE or any other entity. Citi did not evaluate the solvency or fair value of TGE or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Citi expressed no view as to any pending or potential litigation, claims or governmental, regulatory or other proceedings or investigations. Citi did not express any view as to the prices at

which any securities would trade or otherwise be transferable at any time, including following the announcement or consummation of the Transactions. Citi did not express any view with respect to accounting, tax, regulatory, legal or similar matters, including, without limitation, as to accounting, tax or other consequences resulting from the proposed Transactions or otherwise or changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting TGE or any other entity or the Transactions, and Citi relied, with BIA’s consent, upon the assessments of representatives of BIA as to such matters.

The preliminary financial considerations and other information in the Discussion Materials reflected market data as of dates proximate to such Discussion Materials and were based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and information made available to Citi as of, the respective dates of such Discussion Materials. In particular, the financial forecasts and other information and data relating to TGE prepared by the management of BIA and utilized in certain Discussion Materials were limited in nature and provided by BIA to Citi in January 2019 in connection with Citi’s role as a debt financing source for the March 2019 Blackstone Acquisition, which financial forecasts and other information and data were subsequently superseded by updated information not available as of, and not reflected in, such Discussion Materials. Although subsequent developments may have affected and may continue to affect the preliminary financial considerations and other information in the Discussion Materials, Citi has had and continues to have no obligation to update, revise or reaffirm the Discussion Materials.

In preparing the Discussion Materials, Citi reviewed a variety of preliminary financial and comparative matters, including those summarized below. Citi also considered industry performance, general business, economic, market and financial conditions and other matters existing as of dates proximate to the Discussion Materials, many of which are beyond the control of TGE and BIA. No company, business or transaction reviewed is identical or directly comparable to TGE or the Transactions, nor is such review entirely mathematical; rather, such review involved complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, businesses or transactions reviewed or the results observed.

The estimates or results contained in the Discussion Materials are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the Discussion Materials. In addition, the results of a financial review of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates utilized and results reflected in the Discussion Materials were inherently subject to substantial uncertainty.

Citi was not requested to, and it did not, recommend or determine the specific consideration payable in the Transactions. The type and amount of consideration payable in the Transactions were determined through negotiations between the Conflicts Committee and the Blackstone Parties and the decision to enter into the Merger Agreement was that of the parties to the Merger Agreement. The Discussion Materials were only one of many factors considered by BIA and should not be viewed as determinative of the views of BIA or any other person with respect to the Transactions or any consideration payable in the Transactions.

Discussion Materials

March 26, 2019 Discussion Materials. The March 26, 2019 Discussion Materials provided an illustrative overview of certain steps involved and timing associated with a take-private transaction process, including with respect to a conflicts committee process, second-step financing, preparation for the announcement of a transaction, execution of a definitive agreement and the closing of a transaction.

June 20, 2019 Discussion Materials. The June 20, 2019 Discussion Materials included, based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information, and

financial forecasts and other information and data relating to TGE provided by BIA management in January 2019 in connection with the March 2019 Blackstone Acquisition, as applicable, an overview of:

•

the historical trading performance of Class A shares relative to the Alerian MLP Index and the historical trading performance, during the 12-month period ended June 14, 2019 and during the periods from announcement or consummation of the March 2019 Blackstone Acquisition to June 14, 2019, of the securities of the following 12 selected publicly traded entities with operations in the midstream energy industry and long-haul crude and/or natural gas pipelines:

• DCP Midstream, LP

• Enbridge Inc.

• Energy Transfer LP

• Enterprise Products Partners L.P.

• Kinder Morgan, Inc.

• Magellan Midstream Partners, L.P.

• MPLX LP

• ONEOK, Inc.

• Plains All American Pipeline, L.P.

• Targa Resources Corp.

• TC Energy Corporation

• The Williams Companies, Inc.

•

the premiums or discounts implied by certain illustrative purchase prices for Class A shares relative to historical trading prices of Class A shares on certain dates or over certain periods during the 12-month period ended June 14, 2019, which indicated, during the period from June 14, 2018 to June 14, 2019, low and high closing prices for Class A shares of $20.36 and $26.35 per share, respectively, and discounts or premiums implied by illustrative purchase prices ranging from $23.00 to $26.00 per Class A share of approximately (12.7)% to 27.7%.

•

selected Wall Street research analysts’ price targets and investment recommendations for Class A shares publicly available as of June 14, 2019 and proximate to dates both before and after announcement of the March 2019 Blackstone Acquisition, which indicated overall low to high target price ranges for Class A shares as of June 14, 2019 of $24.00 to $28.00 per share (with a median of $26.00 per share) and overall low to high target price ranges for Class A shares both before and after announcement of the March 2019 Blackstone Acquisition of $23.00 to $28.00 per share (with a median of $26.00 per share).

•

certain financial and stock market information, including enterprise values as a multiple of estimated earnings before interest, taxes, depreciation and amortization (referred to in this section as “EBITDA”) for calendar years 2019 and 2020, indicative yields and estimated yields for calendar years 2019 and 2020, securities prices (as of June 14, 2019) as a multiple of estimated distributable cash flow per share or unit for calendar years 2019 and 2020, estimated dividend or distribution coverage ratios for calendar years 2019 and 2020 and debt as a multiple of estimated EBITDA for calendar year 2019, relating to TGE and the following 11 selected publicly traded entities with operations in the midstream energy industry and long-haul crude and/or natural gas pipelines:

• DCP Midstream, LP

• Enbridge Inc.

• Energy Transfer LP

• Enterprise Products Partners L.P.

• Kinder Morgan, Inc.

• MPLX LP

• ONEOK, Inc.

• Plains All American Pipeline, L.P.

• Targa Resources Corp.

• TC Energy Corporation

• The Williams Companies, Inc.

Citi observed the following overall low to high ranges of such metrics for the selected entities and the following metrics for TGE:

Selected Entities

•

enterprise values to estimated EBITDA multiples for calendar years 2019 and 2020: 8.0x to 14.1x (with a mean of 11.3x and a median of 10.9x) and 8.0x to 12.2x (with a mean of 10.5x and a median of 10.6x), respectively;

•

indicative yields as of June 14, 2019: 4.6% to 10.8% (with a mean of 7.0% and a median of 6.0%);

•

estimated yields for calendar years 2019 and 2020: 4.6% to 10.8% (with a mean of 7.0% and a median of 6.1%) and 5.0% to 11.0% (with a mean of 7.4% and a median of 6.3%), respectively;

•

estimated distributable cash flow per share or unit multiples for calendar years 2019 and 2020: 6.2x to 13.3x (with a mean of 9.7x and a median of 9.4x) and 6.4x to 11.5x (with a mean of 9.0x and a median of 9.2x), respectively;

•

estimated dividend or distribution coverage ratios for calendar years 2019 and 2020: 0.86x to 2.34x (with a mean of 1.63x and a median of 1.57x) and 1.10x to 2.26x (with a mean of 1.60x and a median of 1.53x), respectively; and

•

debt to estimated EBITDA multiples for calendar year 2019: 3.3x to 5.5x (with a mean of 4.3x and a median of 4.2x).

TGE

•

enterprise value to estimated EBITDA multiple for calendar years 2019 and 2020: 10.2x and 10.1x, respectively;

•

indicative yield as of June 14, 2019: 9.1%;

•

estimated yield for calendar years 2019 and 2020: 9.6% and 10.1%, respectively;

•

estimated distributable cash flow per share multiple for calendar years 2019 and 2020: 8.0x and 8.2x, respectively;

•

estimated dividend or distribution coverage ratio for calendar years 2019 and 2020: 1.30x and 1.21x, respectively; and

•

debt to estimated EBITDA multiple for calendar year 2019: 4.6x.

Applying selected ranges, derived from the selected entities, of enterprise value to estimated EBITDA multiples of 9.6x to 10.9x and 8.6x to 10.6x for calendar years 2019 and 2020, respectively, and estimated distributable cash flows multiples of 7.8x to 9.4x and 7.3x to 9.2x for calendar years 2019 and 2020, respectively, to corresponding financial data of TGE provided by BIA management in January 2019 in connection with the March 2019 Blackstone Acquisition resulted in a selected overall approximate implied per Class A share equity value reference range (rounded to the nearest $0.05) for TGE of $19.90 to $25.10.

•

implied financial information derived from the estimated present values of the cash available for dividends per Class A share that TGE was forecasted to generate during the second half of the fiscal year ending December 31, 2019 and the full fiscal years ending December 31, 2020 through December 31, 2022 based both on financial forecasts provided by BIA management in January 2019 in connection with the March 2019 Blackstone Acquisition and Wall Street research analysts’ estimates. Implied terminal values were calculated for TGE by applying to TGE’s terminal year cash available for dividends a selected range of distributable cash flow multiples of 7.8x to 9.4x. The present values (as of June 30, 2019) of the cash available for dividends per Class A share and terminal values were then calculated using a selected range of discount rates of 8.8% to 11.4% derived from an estimated cost of

equity calculation. This indicated approximate implied per Class A share equity value reference ranges (rounded to the nearest $0.05) for TGE of $22.90 to $28.05 (based on the financial forecasts provided by BIA management) and $22.35 to $27.35 (based on Wall Street research analysts’ estimates);

•

implied financial information derived from the estimated present values of the unlevered free cash flows that TGE was forecasted to generate during the second half of the fiscal year ending December 31, 2019 and the full fiscal years ending December 31, 2020 through December 31, 2022 based both on financial forecasts provided by BIA management in January 2019 in connection with the March 2019 Blackstone Acquisition and Wall Street research analysts’ estimates. Implied terminal values were calculated for TGE by applying to TGE’s terminal year asset EBITDA a selected range of EBITDA multiples of 9.6x to 10.9x. The present values (as of June 30, 2019) of the cash flows and terminal values were then calculated using a selected range of discount rates of 7.8% to 9.0% derived from a weighted average cost of capital calculation. This indicated approximate implied per Class A share equity value reference ranges (rounded to the nearest $0.05) for TGE of $20.85 to $26.00 (based on the financial forecasts provided by BIA management) and $21.05 to $26.00 (based on Wall Street research analysts’ estimates); and

•

the premiums or discounts implied by the initial and final cash consideration proposed to be paid or paid, as applicable, in the following 12 selected precedent transactions involving target entities with operations in the midstream energy industry, referred to as the selected precedent transactions, based on the unaffected securities prices of the target entities:


Announced	Acquiror	Seller/Target
May 2019	• IFM Global Infrastructure Fund	• Buckeye Partners, L.P.

March 2019	• ArcLight Energy Partners Fund V, L.P.	• American Midstream Partners, LP

November 2018	• ArcLight Energy Partners Fund VI, L.P.	• TransMontaigne Partners L.P.

August 2017	• Zenith Energy, L.P.	• Arc Logistics Partners LP

June 2017	• Worldpoint Terminals, Inc.	• Worldpoint Terminals, LP

May 2017	• Energy Transfer Partners, L.P.	• PennTex Midstream Partners, LP

May 2017	• VTTI B.V.	• VTTI Energy Partners LP

January 2017	• Enbridge Inc.	• Midcoast Energy Partners, L.P.

November 2016	• TransCanada Corporation	• Columbia Pipeline Partners LP

March 2016	• TransCanada Corporation	• Columbia Pipeline Group, Inc.

January 2009	• Harold Hamm and affiliates	• Hiland Partners LP

May 2006	• Management, Goldman Sachs Capital Partners, American International Group, Inc., The Carlyle Group and Riverstone Holdings LLC	• Kinder Morgan, Inc.

Citi observed, for the related-party transactions (composed of the selected precedent transactions other than IFM Global Infrastructure Fund/Buckeye Partners, L.P., Zenith Energy, L.P./Arc Logistics Partners LP and TransCanada Corporation/Columbia Pipeline Group, Inc., and referred to as the related-party transactions), the following overall low to high premiums or discounts in such transactions, based on the unaffected securities prices of the target entities:

•

initial offer one-day premiums: (1.9)% to 18.5% (with a mean of 6.0% and a median of 5.2%);

•

final offer one-day premiums or discounts: (8.7)% to 27.4% (with a mean of 10.4% and a median of 11.1%);

•

final offer one-week average premiums or discounts: (9.9)% to 28.8% (with a mean of 10.0% and a median of 11.9%); and

•

final offer one-month average premiums or discounts: (14.8)% to 49.1% (with a mean of 13.6% and a median of 9.0%).

Applying a selected range of implied premiums of 0.0% to 25.0% derived from the related-party transactions to TGE’s closing share price on June 14, 2019 indicated an approximate implied per Class A share equity value reference range (rounded to the nearest $0.05) of $21.75 to $27.20.

July 3, 2019 Discussion Materials. The July 3, 2019 Discussion Materials included, based on public filings and other publicly available information, an overview of:

•

the premiums or discounts implied by the cash consideration proposed to be paid or paid, as applicable, in the following seven selected two-step transactions (in which a controlling interest was acquired or proposed to be acquired in the first step, with the remaining portion to be acquired in a second step) involving target entities with operations in the midstream energy industry based on the securities prices of such target entities at the initial and final offer stages of such transactions:


Announced (Second Step)	Acquiror	Seller/Target
March 2019	• ArcLight Energy Partners Fund V, L.P.	• American Midstream Partners, LP

November 2018	• ArcLight Energy Partners Fund VI, L.P.	• TransMontaigne Partners L.P.

June 2017	• Worldpoint Terminals, Inc.	• Worldpoint Terminals, LP

May 2017	• VTTI B.V.	• VTTI Energy Partners LP

November 2016	• TransCanada Corporation	• Columbia Pipeline Partners LP

January 2009	• Harold Hamm and affiliates	• Hiland Partners LP

May 2006	• Management, Goldman Sachs Capital Partners, American International Group, Inc., The Carlyle Group and Riverstone Holdings LLC	• Kinder Morgan, Inc.

Citi observed overall low to high one-day premiums or discounts implied by the initial offers and final offers in such transactions, based on the unaffected securities prices of the target entities, of approximately 1.9% to 20.3% and (8.7)% to 27.4%, respectively.

•

the historical trading performance, relative to the Alerian MLP Index over certain periods, of the securities of target entities with operations in the midstream energy industry involved in the following nine selected transactions, consisting of five take-private transactions by financial sponsors and four cash tender offers for master limited partnerships, and the premiums implied by the initial offers and final offers, as applicable, in such transactions over various periods:


Announced	Acquiror	Seller/Target
March 2019	• ArcLight Energy Partners Fund V, L.P.	• American Midstream Partners, LP

November 2018	• ArcLight Energy Partners Fund VI, L.P.	• TransMontaigne Partners L.P.

August 2017	• Zenith Energy, L.P.	• Arc Logistics Partners LP

June 2017	• Worldpoint Terminals, Inc.	• Worldpoint Terminals, LP

May 2017	• Energy Transfer Partners, L.P.	• PennTex Midstream Partners, LP

May 2017	• VTTI B.V.	• VTTI Energy Partners LP

January 2017	• Enbridge Inc.	• Midcoast Energy Partners, L.P.

November 2016	• TransCanada Corporation	• Columbia Pipeline Partners LP

January 2009	• Harold Hamm and affiliates	• Hiland Partners LP

Citi observed the following premiums implied by the initial offers and final offers (as applicable) in the selected transactions listed above, based on the unaffected securities prices of the target entities:

•

overall low to high initial offer one-day premiums: 1.9% to 20.3%;

•

overall low to high initial offer 20-day volume-weighted average premiums: 1.1% to 29.5%;

•

initial offer 30-day volume-weighted average premium in the Enbridge Inc./Midcoast Energy Partners, L.P. transaction: 5.5%;

•

initial offer 30-day average premiums in the Energy Transfer Partners, L.P./PennTex Midstream Partners, LP and TransCanada Corporation/Columbia Pipeline Partners LP transactions: 19.5% and 11.3%, respectively;

•

overall low to high final offer one-day premiums: 5.8% to 26.6%;

•

overall low to high final offer 20-day volume-weighted average premiums: 5.6% to 36.6%; and

•

final offer 30-day average premium in the TransCanada Corporation/Columbia Pipeline Partners LP transaction: 20.1%.

Additional July 3, 2019 Discussion Materials. The Additional July 3, 2019 Discussion Materials included, based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information, and financial forecasts and other information and data relating to TGE provided by BIA management in January 2019 in connection with the March 2019 Blackstone Acquisition, as applicable, an overview of:

•

the historical trading performance of Class A shares relative to the Alerian MLP Index and the historical trading performance, during the 12-month period ended July 2, 2019 and during the periods from announcement or consummation of the March 2019 Blackstone Acquisition to July 2, 2019, of the securities of the following 12 selected publicly traded entities with operations in the midstream energy industry and long-haul crude and/or natural gas pipelines:

• DCP Midstream, LP

• Enbridge Inc.

• Energy Transfer LP

• Enterprise Products Partners L.P.

• Kinder Morgan, Inc.

• Magellan Midstream Partners, L.P.

• MPLX LP

• ONEOK, Inc.

• Plains All American Pipeline, L.P.

• Targa Resources Corp.

• TC Energy Corporation

• The Williams Companies, Inc.

•

the premiums or discounts implied by certain illustrative purchase prices for Class A shares relative to historical trading prices of Class A shares on certain dates or over certain periods during the 12-month period ended July 2, 2019, which indicated, during the period from July 2, 2018 to July 2, 2019, low and high closing prices for Class A shares of $20.05 and $26.35 per share, respectively, and discounts or premiums implied by illustrative purchase prices ranging from $23.00 to $26.00 per Class A share of approximately (12.7)% to 29.7%.

•

selected Wall Street research analysts’ price targets and investment recommendations for Class A shares publicly available as of July 2, 2019 and publicly available proximate to dates both before and after announcement of the March 2019 Blackstone Acquisition, which indicated overall low to high target price ranges for Class A shares as of July 2, 2019 of $24.00 to $28.00 per share (with a median of $26.00 per share) and overall low to high target price ranges for Class A shares both before and after announcement of the March 2019 Blackstone Acquisition of $23.00 to $28.00 per share (with a median of $26.00 per share).

•

certain financial and stock market information, including enterprise values as a multiple of calendar years 2019 and 2020 estimated EBITDA, indicative yields and estimated yields for calendar years 2019

and 2020, securities prices (as of July 2, 2019) as a multiple of calendar years 2019 and 2020 estimated distributable cash flow per share or unit, estimated dividend or distribution coverage ratios for calendar years 2019 and 2020 and debt as a multiple of calendar year 2019 estimated EBITDA, relating to TGE and the following 11 selected publicly traded entities with operations in the midstream energy industry and long-haul crude and/or natural gas pipelines:

• DCP Midstream, LP

• Enbridge Inc.

• Energy Transfer LP

• Enterprise Products Partners L.P.

• Kinder Morgan, Inc.

• MPLX LP

• ONEOK, Inc.

• Plains All American Pipeline, L.P.

• Targa Resources Corp.

• TC Energy Corporation

• The Williams Companies, Inc.

Citi observed the following overall low to high ranges of such metrics for the selected entities relative to those observed for TGE:

Selected Entities

•

enterprise values to estimated EBITDA multiples for calendar years 2019 and 2020: 8.0x to 14.9x (with a mean of 11.3x and a median of 10.9x) and 8.0x to 12.4x (with a mean of 10.4x and a median of 10.3x), respectively;

•

indicative yields as of July 2, 2019: 4.6% to 10.6% (with a mean of 6.8% and a median of 6.0%);

•

estimated yields for calendar years 2019 and 2020: 4.6% to 10.6% (with a mean of 6.8% and a median of 6.1%) and 5.1% to 10.7% (with a mean of 7.2% and a median of 6.3%), respectively;

•

estimated distributable cash flow per share or unit multiples for calendar years 2019 and 2020: 6.2x to 14.4x (with a mean of 9.9x and a median of 9.6x) and 6.4x to 12.4x (with a mean of 9.3x and a median of 9.4x), respectively;

•

estimated dividend or distribution coverage ratios for calendar years 2019 and 2020: 0.86x to 2.35x (with a mean of 1.63x and a median of 1.57x) and 1.10x to 2.26x (with a mean of 1.60x and a median of 1.53x), respectively; and

•

debt to estimated EBITDA multiples for calendar year 2019: 3.3x to 5.3x (with a mean and median of 4.2x).

TGE

•

enterprise value to estimated EBITDA multiple for calendar years 2019 and 2020: 10.0x;

•

indicative yield as of July 2, 2019: 9.4%;

•

estimated yields for calendar years 2019 and 2020: 9.8% and 10.3%, respectively;

•

estimated distributable cash flow per share multiples for calendar years 2019 and 2020: 7.9x and 8.0x, respectively;

•

estimated dividend or distribution coverage ratios for calendar years 2019 and 2020: 1.28x and 1.21x, respectively; and

•

debt to estimated EBITDA multiple for calendar year 2019: 4.8x.

•

the premiums or discounts implied by the initial and final cash consideration proposed to be paid or paid, as applicable, in the selected precedent transactions, based on the unaffected securities prices of

the target entities. Citi observed, for the related-party transactions, the following overall low to high premiums or discounts in such transactions, based on the unaffected securities prices of the target entities:

•

initial offer one-day premiums: 1.9% to 20.3% (with a mean of 10.4% and a median of 6.1%);

•

final offer one-day premiums or discounts: (8.7)% to 27.4% (with a mean of 10.4% and a median of 11.1%);

•

final offer one-week average premiums or discounts: (9.9)% to 28.8% (with a mean of 10.0% and a median of 11.9%); and

•

final offer one-month average premiums or discounts: (14.8)% to 49.1% (with a mean of 13.6% and a median of 9.0%).

August 6, 2019 Discussion Materials. The August 6, 2019 Discussion Materials included, based on publicly available information, an overview of, among other things, the premiums or discounts implied by the initial and final cash consideration proposed to be paid or paid, as applicable, in the related-party transactions and one additional related-party transaction announced on August 5, 2019 involving the acquisition of Blueknight Energy Partners, L.P. by Ergon, Inc., based on the affected and unaffected securities prices of the target entities, which indicated the following overall low to high premiums or discounts in such related-party transactions:

•

initial offer one-day premiums to unaffected securities prices: 1.9% to 20.3% (with a mean of 8.2% and a median of 5.2%);

•

final offer one-day premiums to affected securities prices: 4.3% to 31.3% (with a mean of 13.9% and a median of 8.7%);

•

final offer one-day premiums or discounts to unaffected securities prices: (8.7)% to 27.4% (with a mean of 9.4% and a median of 8.5%);

•

final offer one-week average premiums or discounts to unaffected securities prices: (9.9)% to 28.8% (with a mean of 9.4% and a median of 9.1%); and

•

final offer one-month average premiums or discounts to unaffected securities prices: (14.8)% to 49.1% (with a mean of 12.7% and a median of 8.0%).

Other Additional Discussion Materials. The Other Additional Discussion Materials, consisting of various other discussion materials dated between March 1, 2019 and December 15, 2019, provided overviews of, among other things, (i) information related to TGE and/or its underlying business and industry, including information regarding customers and customer contracts, shareholder base and certain regulatory considerations, (ii) certain market and financial information and selected research analysts’ views, including historical stock prices, trading multiples and other financial performance over time and selected research analysts’ methodologies and stock price targets over various periods, and (iii) certain potential financing alternatives for the Transactions, including illustrative borrowing amounts and interest rates, total required equity, leverage comparisons and other credit-related statistics.

Miscellaneous

BIA has agreed to pay Citi for its financial advisory services in connection with the Transactions an aggregate fee contingent upon consummation of the Merger of up to $4 million, of which $2 million is payable at BIA’s sole discretion. Citi and/or certain of its affiliates also have participated and expect to participate further in certain financings for the Transactions and related offerings, including having acted as joint bookrunning manager and initial purchaser for a debt offering of an affiliate of TGE and acting as joint lead arranger and joint bookrunner in connection with a term loan of an affiliate of Blackstone, for which services Citi and/or such affiliates have received or currently expect to receive aggregate fees of up to approximately $3 million. In addition, BIA has agreed to reimburse Citi for its expenses, including fees and expenses of counsel, and to indemnify Citi and related parties against certain liabilities, including liabilities under federal securities laws, arising out of Citi’s engagement.

Citi and its affiliates in the past have provided and in the future may provide investment banking, commercial banking and other similar financial services to The Blackstone Group Inc. (“The Blackstone Group”) and/or certain of its affiliates, including BIA, and portfolio companies unrelated to the proposed Transactions, for which services Citi and its affiliates have received and would expect to receive compensation, including, during the approximately two-year period prior to November 30, 2019, (i) having acted or acting as (a) financial advisor in connection with certain merger and acquisition transactions, including the March 2019 Blackstone Acquisition, and related transactions, and (b) joint lead arranger, joint bookrunner, co-manager and/or administrative agent for certain debt and equity offerings, and/or as a lender under certain credit facilities, and (ii) having provided or providing various other financial services, for which services referenced in clauses (i) and (ii) above Citi and its affiliates received during such two-year period aggregate fees of approximately $320 million. Citi and its affiliates also in the past have provided, currently are providing and in the future may provide investment banking, commercial banking and other similar financial services to TGE and certain of its subsidiaries, for which services Citi and its affiliates have received and expect to receive compensation, including, during the approximately two-year period prior to November 30, 2019, having acted or acting as (i) joint bookrunner for a debt offering of a subsidiary of TGE and (ii) joint lead arranger and documentation agent for, and/or as a lender under, certain credit facilities of TGE and its subsidiaries, for which services referenced in clauses (i) and (ii) above Citi and its affiliates received during such two-year period aggregate fees of approximately $2.5 million. In the ordinary course of business, Citi and its affiliates may actively trade or hold the securities or financial instruments (including loans and other obligations) of The Blackstone Group, TGE, other parties involved in the Transactions, and their respective affiliates and/or portfolio companies, as applicable, for their own account or for the account of their customers and, accordingly, may at any time hold a long or short position or otherwise effect transactions in such securities or financial instruments. In addition, Citi and its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with The Blackstone Group, TGE, other parties involved in the Transactions, and their respective affiliates and/or portfolio companies, as applicable.

BIA selected Citi as a financial advisor to BIA in connection with the Transactions based on Citi’s reputation, experience and familiarity with The Blackstone Group, TGE and their respective businesses. Citi is an internationally recognized investment banking firm that regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes.

Certain January 2019 Financial Projections Provided in Connection with the March 2019 Blackstone Acquisition

In January 2019, in connection with the March 2019 Blackstone Acquisition, management of BIA, an affiliate of Blackstone, prepared internal forecasts with respect to TGE’s future financial and operating performance for Blackstone’s own internal investment monitoring and business planning purposes, as well as for use in connection with evaluating financing alternatives for the March 2019 Blackstone Acquisition. These internal financial forecasts (referred to herein as the “January 2019 Blackstone Projections”) were prepared and shared by Blackstone with Citi in January 2019 in connection with Citi’s role as a debt financing source for the March 2019 Blackstone Acquisition.

As discussed above under “—Citigroup Global Markets Inc. Financial Advisor Discussion Materials Provided to an Affiliate of the Blackstone Parties,” Citi utilized information contained in or derived from the January 2019 Blackstone Projections in certain Discussion Materials (such Discussion Materials, collectively, the “Applicable Discussion Materials”). At the time the Applicable Discussion Materials were prepared, the January 2019 Blackstone Projections had not been updated to reflect changes in general market and industry conditions and changes in TGE’s business, including increased competitive pressures. The January 2019 Blackstone Projections (i) were not prepared for purposes of the Applicable Discussion Materials or otherwise for the purpose of evaluating the Merger, (ii) do not reflect any

changes in prospects for TGE’s business, changes in general business or economic conditions, or any other transaction, event or circumstance that has occurred and was not anticipated, or that has occurred but occurred differently than was anticipated, after the projections or any of the prospective financial information contained therein were prepared in January 2019, and (iii) were subsequently superseded by updated information not available as of, and not reflected in the January 2019 Blackstone Projections, including the prospective financial information prepared by TGE management and summarized under “—Certain Financial Projections” above.

The summary of the January 2019 Blackstone Projections set forth below has been included in this proxy statement solely because these financial projections were utilized by Citi in the Applicable Discussion Materials. The January 2019 Blackstone Projections included in this proxy statement should not be regarded as predictive of actual future results nor should they be construed as financial guidance. The summary of the financial projections is not intended to influence or induce any TGE Shareholder to vote in favor of the Merger Proposal.

The projections and the prospective financial information contained in the January 2019 Blackstone Projections have not been updated since January 2019 and therefore are not intended to reflect and should not be construed as current estimates or assumptions of management of BIA or TGE. None of Blackstone, TGE or any of their respective Affiliates, advisors, directors, officers, employees, agents or representatives has made or makes any representation or warranty to any TGE Shareholder or other person regarding the ultimate performance of TGE compared to the information contained in the prospective financial information or that the projections will be achieved.

The prospective financial information set forth below has been prepared by, and is the responsibility of, management of BIA. Deloitte & Touche LLP has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this proxy statement relates to TGE’s historical financial information. It does not extend to the prospective financial information and should not be read to do so.

At the time the January 2019 Blackstone Projections were prepared, Blackstone did not have full access to management of TGE or information regarding TGE’s business, as Blackstone did not yet control TGE. While presented with numerical specificity, the January 2019 Blackstone Projections reflect numerous estimates and assumptions made by management of BIA in January 2019 with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to TGE’s business, all of which are difficult to predict and many of which are beyond TGE’s control. Since the January 2019 Blackstone Projections were prepared, there have been changes in market and industry conditions in the midstream energy sector generally, particularly in the crude transportation industry, as well as increased competitive pressures, and for these reasons and others, certain assumptions underlying the projections have differed in material respects from circumstances that have actually occurred. In developing the financial projections, management of BIA made numerous material assumptions, in addition to the assumptions described above, with respect to TGE’s business for the periods covered by the projections, including:

•

volumes and rates on TGE’s assets;

•

organic growth opportunities and projected volume growth, and the amounts and timing of related costs and potential economic returns;

•

outstanding debt of approximately $5,140 million and $5,464 million, at the end of the applicable period, including a proportionate allocation of debt from TGE’s interest in the REX pipeline; and

•

other general business, market and financial assumptions.

By including in this proxy statement a summary of certain of the January 2019 Blackstone Projections, none of Blackstone, TGE nor any of their respective representatives have made or are making any representation to any person regarding the ultimate performance of TGE compared to the information contained in the financial projections. The unaudited January 2019 Blackstone Projections cover multiple years and such information by its nature becomes less predictive with each succeeding year.

The following table sets forth a summary of the projected financial information for TGE for 2019 through 2025 contained within the January 2019 Blackstone Projections:


	Year Ending December 31,
(in millions, except per share data)	2019E			2020E			2021E			2022E			2023E			2024E			2025E
Adjusted EBITDA⁽¹⁾	$	973		$	979		$	1,016		$	1,078		$	1,144		$	1,178		$	1,219
Maintenance Capital Expenditures	$	(32	)	$	(35	)	$	(36	)	$	(36	)	$	(36	)	$	(40	)	$	(43	)
Interest Expense	$	(168	)	$	(187	)	$	(204	)	$	(223	)	$	(240	)	$	(258	)	$	(280	)
Cash Available for Dividends (CAD)	$	773		$	757		$	776		$	819		$	867		$	880		$	897
Dividends	$	592		$	621		$	653		$	685		$	719		$	755		$	793
Dividend Coverage	$	181		$	135		$	124		$	134		$	148		$	124		$	104
Average Shares Outstanding		283			283			283			283			283			283			283
Coverage Ratio		1.31x			1.22x			1.19x			1.20x			1.21x			1.16x			1.13x
CAD per share	$	2.73		$	2.67		$	2.74		$	2.89		$	3.06		$	3.11		$	3.17
Dividends per Share	$	2.09		$	2.19		$	2.30		$	2.42		$	2.54		$	2.67		$	2.80

(1)

Adjusted EBITDA is calculated in a manner consistent with the Adjusted EBITDA presented in the summary financial projections prepared by TGE management and described under “ —Certain Financial Projections,” which only includes cash distributions received by TGE with respect to TGE’s investment in REX. Citi utilized a forecasted Adjusted EBITDA that included REX’s Adjusted EBITDA, as opposed to distributions, when calculating Adjusted EBITDA. The difference in methodology resulted in the inclusion of an incremental $96MM and $105MM in Adjusted EBITDA for 2019 and 2020-2025, respectively.

For additional information, please read “—Background of the Merger,” and “—The Blackstone Parties’ Purpose and Reasons for the Merger.”

NEITHER BIA NOR TGE INTENDS TO UPDATE OR OTHERWISE REVISE THE ABOVE PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE SUCH PROSPECTIVE FINANCIAL INFORMATION WAS PREPARED OR TO REFLECT THE OCCURRENCE OF SUBSEQUENT EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROSPECTIVE FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE.

Position of the Blackstone Parties as to the Fairness of the Merger

Under the SEC rules governing “going private” transactions, each of the Blackstone Parties is an Affiliate of TGE that is engaged in the “going private” transaction and, therefore, is required to express its position as to the fairness of the Merger to TGE’s “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act. The Blackstone Parties are making the statements included in this section solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of the Blackstone Parties as to the fairness of the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 was filed with the SEC) should not be construed as a recommendation to any TGE Unaffiliated Shareholder as to how such shareholder should vote on the proposal to approve the Merger Agreement.

The Blackstone Parties did not undertake an independent evaluation of the fairness of the Merger to the TGE Unaffiliated Shareholders or engage a financial advisor for such purpose. However, based on (A) the procedural safeguards implemented during the negotiation of the Merger Agreement, which included the delegation by the TGE GP Board to the Conflicts Committee of the full power, authority and responsibilities of the TGE GP Board to, on behalf of TGE, the TGE Unaffiliated Shareholders and TGE GP in its capacity as general partner of TGE, (1) review and evaluate the terms and conditions of the proposed Transactions; (2) negotiate, or delegate to any person or persons the ability to negotiate the terms and conditions of the proposed Transactions; (3) determine whether or not to grant “Special Approval,” as such term is defined in the Partnership Agreement, and to approve the proposed Transactions, including the authority to reject the proposed Transactions, and the definitive agreements related thereto on such terms and conditions as may ultimately be negotiated; and (4) make a recommendation to the TGE Unaffiliated Shareholders as to what action, if any, should be taken by the TGE Unaffiliated Shareholders with respect to the proposed Transactions, and (B) the other factors, analysis and conclusions of the Conflicts Committee with respect to the fairness of the proposed Merger to the TGE Unaffiliated Shareholders (See “Special Factors—Reasons for the Conflicts Committee’s Recommendation”), which factors, analysis and conclusions the Blackstone Parties expressly adopt as their own, the Blackstone Parties believe that the Merger is substantively and procedurally fair to the TGE Unaffiliated Shareholders.

Because the Blackstone Parties consider TGE to be a viable going concern, the Blackstone Parties believe that the liquidation value of the Class A shares is irrelevant to a determination as to whether the Merger is fair to the TGE Unaffiliated Shareholders. Accordingly, the Blackstone Parties did not consider the liquidation value of TGE’s assets and did not perform a liquidation analysis.

The Blackstone Parties did not consider net book value, which is an accounting concept, for purposes of determining the fairness of the Merger Consideration to the TGE Unaffiliated Shareholders because, in the Blackstone Parties’ view, net book value is indicative of neither the Partnership’s market value nor its value as a going concern, but rather is an indicator of historical costs.

The foregoing discussion of the information and factors considered and given weight by the Blackstone Parties is not intended to be exhaustive, but includes the factors considered by the Blackstone Parties that each believes to be material to the fairness determination regarding the fairness of the Merger for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act. The Blackstone Parties did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their position as to the fairness of the Merger. Rather, the Blackstone Parties made their fairness determination after considering all of the factors as a whole.

The Blackstone Parties’ Purpose and Reasons for the Merger

If the Merger is completed, TGE will be owned by the Sponsors and certain of their Affiliates and co-investors. For the Blackstone Parties, the purpose of the Merger is to effectuate the transactions contemplated by the Merger Agreement and to bear the rewards and risks of such ownership after the Class A shares cease to be publicly traded. The Blackstone Parties did not consider any alternatives for achieving these purposes.

The Blackstone Parties believe that becoming a private entity would provide TGE with greater capital allocation flexibility as it relates to capital projects, distributions and leverage. As a private entity, TGE would be free of the expectation by public investors of steady, predictable and growing distributions. This would permit

TGE to change distribution levels when it is in TGE’s long-term interest to fund capital projects or manage leverage levels with internally generated cash flow. In addition, the Blackstone Parties view TGE as a platform for future investment and long-term compounding returns, which are often difficult to achieve as a public company driven by the investment community’s focus on short-term, often quarterly, financial results. Further, the Blackstone Parties considered what they believed were competitive advantages of TGE’s ceasing to be a public entity, including less transparency to competitors. Finally, absent the reporting and other substantial burdens placed on public entities, the Blackstone Parties believe that the management and employees of TGE and TGE GP will be able to better execute on TGE’s future strategic plans due to increased time and narrowed focus. Following the March 2019 Blackstone Acquisition, the Blackstone Parties developed increasing confidence that once TGE is a private company with the advantages discussed above, implementing the organizational and strategic changes necessary to maximize long-term shareholder returns would be easier. Accordingly, once the Blackstone Parties developed confidence that sufficient equity and debt capital was available to complete a transaction in the summer of 2019, the Blackstone Parties determined to proceed with pursuing the Merger, and initially proposed the Merger on August 27, 2019.

The Blackstone Parties have undertaken to pursue the Merger at this time for the reasons described above, as well as due to the Blackstone Parties’ desire to maximize long-term investment returns for their partners.

Although the Blackstone Parties believe that there will be certain opportunities associated with their investment in TGE if the Merger is completed, the Blackstone Parties realize that there are also substantial risks (including the risks and uncertainties relating to the prospects of TGE) and that such opportunities may never be fully realized.

The Blackstone Parties believe that a merger transaction is preferable to other transaction structures because the Merger (i) will enable Buyer to acquire all of the outstanding Class A shares not owned by the Sponsors at the same time and (ii) represents an opportunity for the TGE Unaffiliated Shareholders to receive price certainty at a premium for their Class A shares in the form of the Merger Consideration based on the Merger Consideration representing a 56.4% premium to the $14.35 closing price per Class A share on August 27, 2019, the date that the Blackstone Parties delivered the initial offer to the Conflicts Committee. Furthermore, the Blackstone Parties believe that structuring the transaction as a merger transaction provides a prompt and orderly transfer of ownership of TGE in a single step, without the necessity of financing separate purchases of Class A shares in a tender offer and implementing a second-step merger to acquire any Class A shares not tendered in any such tender offer, and without incurring any additional transaction costs associated with such activities.

Effects of the Merger

If the Merger is completed, (i) each issued and outstanding Class A share, except for any Sponsor Shares, will be converted as of the Effective Time into the right to receive $22.45 in cash without any interest thereon, (ii) all of the Class A shares converted into the right to receive the Merger Consideration will no longer be outstanding and will automatically be cancelled and cease to exist, (iii) the limited partners of Buyer immediately prior to the Effective Time and the Sponsors and their respective Affiliates will own all of the outstanding Class A shares, (iv) the Class A shares will no longer be listed on the NYSE and (v) the registration of the Class A shares with the SEC under the Exchange Act will be terminated.

At the Effective Time, (a) all the property, rights, privileges, powers and franchises and all and every other interest of TGE shall continue in TGE as the surviving entity, (b) all the property, rights, privileges, powers and franchises and all and every other interest of Buyer shall vest in TGE as the surviving entity, (c) all claims, obligations, debts, liabilities and duties of TGE shall continue in TGE as the surviving entity, (d) all claims, obligations, debts, liabilities and duties of Buyer shall become the claims, obligations, debts, liabilities and duties of TGE as the surviving entity, (e) by virtue of the Merger, (i) all TGE Shareholders immediately prior to the Effective Time (other than the limited partners of Buyer immediately prior to the Effective Time, the Sponsors and their respective Affiliates, and the Unaffiliated Class B Limited Partners) will cease to be TGE Shareholders

and (ii) the limited partners of Buyer immediately prior to the Effective Time, the Sponsors and their respective Affiliates, and the Unaffiliated Class B Limited Partners will be the only limited partners of, and will hold all of the Class A shares and Class B shares of, the surviving entity, (f) TGE GP shall continue as the sole general partner of TGE holding a non-economic general partner interest in TGE and (g) TGE shall continue without dissolution.

The Sponsors and Blackstone GP Acquiror own, in the aggregate, (i) 100% of the membership interests in TGE GP, (ii) 23,652,463 Class A shares and 100,655,121 Class B shares, which represent approximately 44.1% of the total outstanding equity interests of TGE as of March 12, 2020, and (iii) 100,655,121 TE Units in TE. The Class A shares and Class B shares owned by the Sponsors as of March 12, 2020 represent an ownership of 44.1% of TGE’s net book value and net income. Following the consummation of the Merger and the purchase and sale of the Retained Interests pursuant to the Lock-Up and Non-Compete Agreements, the Sponsors will own 100% of TGE’s outstanding Class A shares and Class B shares and will have a corresponding 100% interest in TGE’s net book value and net income.

TGE’s net income for the year ended December 31, 2019 was $448.6 million and TGE’s net book value as of December 31, 2019 was $2,192.9 million.

The table below sets forth the Sponsors’ direct and indirect interests in TGE’s net book value and net income before the Merger and following the Merger, based on TGE’s net income for the year ended December 31, 2019 and net book value as of December 31, 2019.


	Ownership Prior to the Merger							Ownership Following the Merger
	% Ownership of Class A and Class B shares			Net book value as of Dec. 31, 2019		Net income for the year ended Dec. 31, 2019		% Ownership of Class A and Class B shares			Net book value as of Dec. 31, 2019		Net income for the year ended Dec. 31, 2019
				(in millions)							(in millions)
Sponsors		44.1	%	$	541.4	$	223.9		100.0	%	$	2,110.3	$	442.8
TGE Unaffiliated Shareholders		55.3	%	$	1,564.5	$	216.0		—			—		—
Unaffiliated Class B Limited Partners		0.6	%	$	4.4	$	2.9		—			—		—
Non-controlling interest associated with less than wholly-owned subsidiaries		—		$	82.6	$	5.8		—		$	82.6	$	5.8
Total		100	%	$	2,192.9	$	448.6		100	%	$	2,192.9	$	448.6

Primary Benefits and Detriments of the Merger

Benefits and Detriments to Holders of Class A Shares

The primary benefits of the Merger to the holders of Class A shares that will not have a continuing interest in TGE following the Merger include the following:

•

The receipt by such holders of $22.45 in cash per Class A share held by them, without any interest thereon, representing a 56.4% premium to the $14.35 closing price per Class A share on August 27, 2019, the date that the Blackstone Parties delivered the initial offer to the Conflicts Committee.

•

The avoidance of all downside risk associated with the continued ownership of Class A shares, including any possible decrease in the future revenues and free cash flow, growth or value of TGE following the Merger.

The primary detriments of the Merger to the holders of Class A shares that will not have a continuing interest in TGE following the Merger include the following:

•

The Class A share price had historically traded higher for a significant portion of its trading history, having priced at $29 per Class A share at its initial public offering.

•

Such holders will cease to have an interest in TGE and, therefore, will no longer benefit from possible increases in the future revenues and free cash flow, growth or value of TGE or payment of distributions on Class A shares.

•

The receipt of cash by a U.S. holder (as defined in “Certain Material U.S. Federal Income Tax Consequences”) in exchange for a Class A share pursuant to the Merger Agreement will be a taxable transaction for U.S. federal income tax purposes. As a result, a U.S. holder that holds a Class A share as a capital asset and that receives cash in exchange for the Class A share will generally recognize capital gain as a result of the Merger for U.S. federal income tax purposes if the amount of cash received exceeds the U.S. holder’s adjusted tax basis in such Class A share. See “Certain Material U.S. Federal Income Tax Consequences.”

Benefits and Detriments to TGE and the Blackstone Parties

The primary benefits of the Merger to TGE and the Blackstone Parties include the following:

•

If TGE successfully executes its business strategy, the value of the Sponsors’ equity investment could increase because of possible increases in future revenues and free cash flow, increases in the underlying value of TGE or the payment of distributions, if any, that would accrue to the Sponsors.

•

TGE will no longer have continued pressure to meet quarterly forecasts set by analysts. In contrast, as a publicly traded company, TGE currently faces public shareholder and investment analyst pressure to make decisions that may produce better short-term results, but which may not over the long-term lead to a maximization of their equity value.

•

TGE will have more flexibility to change its capital spending strategies without public market scrutiny or analysts’ quarterly expectations.

•

The directors, officers and beneficial owners of more than 10% of the Class A shares will be relieved of the reporting requirements and liabilities for short-swing profit recovery under Section 16 of the Exchange Act.

•

The Sponsors, as the owners of TGE, will become the beneficiaries of the savings associated with the reduced burden of complying with the substantive requirements that federal securities laws, including the Sarbanes-Oxley Act of 2002, impose on public companies. It is currently estimated that the amount of any regulatory compliance cost savings will be approximately $.4 million per year.

The primary detriments of the Merger to TGE and the Blackstone Parties include the following:

•

The Merger is being undertaken during a time of suppressed commodity prices, and all of the risk of any possible decrease in the revenues and free cash flow, growth or value of TGE following the Merger will be borne by the Sponsors.

•

Following the Merger, there will be no trading market for the equity securities of TGE, as the surviving entity.

•

The risk that potential benefits sought in the Merger may not be realized.

Interests of Certain Persons in the Merger

General

The members of the Conflicts Committee were aware of these interests and the relationships described below and considered them in making their determinations and recommendations with respect to the Merger Agreement and the Transactions. These interests and relationships, to the extent material, are further described below. For additional information, please read “—Background of the Merger,” and “—Reasons for the Conflicts Committee’s Recommendation.”

Compensation of the Conflicts Committee

Officers or employees of TGE GP or its Affiliates, including certain directors affiliated with Blackstone, who serve as directors of TGE GP do not receive additional compensation for such service. In 2019, those directors of TGE GP who were not excluded from receiving compensation were paid cash compensation consisting of (i) a quarterly cash payment of $10,000 with respect to the first quarter of 2019, and (ii) a quarterly cash payment of $20,000 with respect to the remaining quarters of 2019. Each of the members of the Conflicts Committee received such cash compensation, resulting in an effective annual cash payment of $70,000 in 2019. In addition, as part of regular director compensation, each of the members of the Conflicts Committee received grants of 3,000 TGE EPSs in June 2019 and Mr. Gerke received a grant of 3,600 TGE EPSs in February 2019. All directors of TGE GP, including the members of the Conflicts Committee, are also reimbursed for out-of-pocket expenses in connection with their service as directors, including costs incurred to attend meetings.

The members of the Conflicts Committee did not receive any additional compensation for their participation with the transaction process.

Equity Interests of Directors and Executive Officers in TGE GP; Consideration to be Received in Connection with the Merger

Certain TGE GP executive officers and directors own Class A shares and Class B shares, as further described below in “Security Ownership of Certain Beneficial Owners, Management and the Blackstone Parties—Ownership of Tallgrass Energy, LP by TGE GP’s Directors and Officers.” Except for Retained Interests (as defined below in “Information Concerning the Blackstone Parties—Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties”) subject to the Lock-Up and Non-Compete Agreements, (i) all Class A shares held by TGE GP executive officers and directors will be converted into the Merger Consideration in connection with the Merger and (ii) each Class B share and TE Unit issued and outstanding and held by TGE GP executive officers and directors immediately prior to the Effective Time will be unaffected by the Merger and will be unchanged and remain outstanding, and no consideration will be delivered in respect thereof. Pursuant to the Lock-Up and Non-Compete Agreements, each March Lock-Up Party has elected to sell all of his Retained Interests to Blackstone GP Acquiror or its designees at a price of $26.25 per Class A share or per Class B share and corresponding TE Unit. The $26.25 per share price was first agreed to in the Lock-Up and Non-Compete Agreements entered into in January 2019 and equals the sum of (i) the $22.43 per Class A share and per Class B share and corresponding TE Unit paid by the Sponsors in the March 2019 Blackstone Acquisition and (ii) the $3.82 Deferred GP Payment. This $3.82 Deferred GP Payment was deferred and not paid with respect to the Retained Interests in the March 2019 Blackstone Acquisition. Instead, the March Lock-Up Parties were entitled to receive a separate deferred payment of $3.82 per share with respect to the Retained Interests, pursuant to the Lock-Up and Non-Compete Agreements, on March 11, 2020 if a take-private transaction agreement had not been entered into prior to such time. However, because of the execution of the Merger Agreement, the March Lock-Up Parties will forego their right to a separate payment of the $3.82 per share Deferred GP Payment, and instead receive $26.25 per share, which after deducting the $3.82 per share Deferred GP Payment, corresponds to $22.43 per Class A share, or $0.02 per share less than the $22.45 per share Merger Consideration.

Retained Interests held by current and former executive officers and directors of TGE GP consist of an aggregate of 3,210,085 Class A shares and 649,832 Class B shares (together with an equal number of TE Units).

The following table sets forth the Retained Interests beneficially owned by TGE GP executive officers and directors prior to the Merger, each as of March 12, 2020, along with the value of cash consideration expected to be received by each such TGE GP executive officer and/or director on account of each such person’s ownership of Class A shares and Class B shares that constitute the Retained Interests, in connection with the consummation of the Merger, as well as (i) the incremental amount to be received by each such person in excess of what would be received had the holder received the same Merger Consideration as the TGE Unaffiliated Shareholders under the Merger Agreement and (ii) the amount of Deferred GP Payment that would have been paid to each March Lock-Up Party pursuant to the Lock-Up and Non-Compete Agreements had a take-private transaction agreement not been entered into prior to March 11, 2020.


Name of Beneficial Owner	Positions with TGE GP	Class A Shares Subject to Lock-Up and Non-Compete Agreements			Class B Shares Subject to Lock-Up and Non-Compete Agreements			Total Consideration to be Received for Retained Interests		Incremental Consideration Received Due to Lock-Up and Non-Compete Agreements in Excess of Merger Consideration⁽¹⁰⁾		Amount of Deferred GP Payment that Would Have Been Paid in Absence of Take Private⁽¹¹⁾
David G. Dehaemers, Jr.⁽¹⁾	Former Chief Executive Officer and Former Director		1,806,319	⁽²⁾		—		$	47,415,873.75	$	6,864,012.20	$	6,900,138.58
William R. Moler⁽³⁾	Chief Executive Officer, Director; Former President and Chief Operating Officer, Director		1,403,766	⁽⁴⁾		—		$	36,848,857.50	$	5,334,310.80	$	5,362,386.12
Gary Brauchle⁽⁵⁾⁽⁶⁾	Former Executive Vice President and Chief Financial Officer		—			545,909	⁽⁷⁾	$	14,330,111.25	$	2,074,454.20	$	2,085,372.38
Christopher R. Jones⁽⁸⁾	Executive Vice President, General Counsel and Secretary		—			103,983	⁽⁹⁾	$	2,729,553.75	$	395,135.40	$	397,215.06

⁽¹⁾	Mr. Dehaemers retired from his position as Chief Executive Officer effective on November 24, 2019, and as a director effective as of December 31, 2019.

⁽²⁾	Mr. Dehaemers indirectly owns these Class A shares through the David G. Dehaemers, Jr. Revocable Trust, dated April 26, 2006, for which the he serves as trustee. Mr. Dehaemers disclaims beneficial ownership of such Class A shares except to the extent of his pecuniary interest therein.

⁽³⁾

Mr. Moler also beneficially owns 111,850 Class A shares that do not constitute Retained Interests and for which he will receive Merger Consideration. Mr. Moler owns such Class A shares through the William R. Moler Revocable Trust U.T.A. dated August 27, 2013, for which Mr. Moler serves as trustee, and Mr. Moler disclaims beneficial ownership of such Class A shares except to the extent of his pecuniary interest therein.

⁽⁴⁾	Mr. Moler owns these Class A shares through the William R. Moler Revocable Trust U.T.A. dated August 27, 2013, for which Mr. Moler serves as trustee. Mr. Moler disclaims beneficial ownership of such Class A shares except to the extent of his pecuniary interest therein.

⁽⁵⁾	Mr. Brauchle resigned from his position as Executive Vice President and Chief Financial Officer effective on February 14, 2020.

⁽⁶⁾	Mr. Brauchle also beneficially owns 161,434.41 Class A shares that do not constitute Retained Interests and for which he will receive Merger Consideration. Mr. Brauchle owns such Class A shares under trust

agreement dated April 10, 2014, for which Mr. Brauchle serves as trustee. Mr. Brauchle disclaims beneficial ownership of such Class A shares except to the extent of his pecuniary interest therein.

⁽⁷⁾	Mr. Brauchle indirectly owns these Class B shares under trust agreement dated April 10, 2014, for which Mr. Brauchle serves as trustee. Mr. Brauchle disclaims beneficial ownership of such Class B shares except to the extent of his pecuniary interest therein.

⁽⁸⁾	Mr. Jones also beneficially owns 343,458 Class A shares that do not constitute Retained Interests and for which he will receive Merger Consideration.

⁽⁹⁾	Mr. Jones indirectly owns these Class B shares through the Amended and Restated Christopher R. Jones Revocable Trust under Trust Indenture dated March 6, 2019, and disclaims beneficial ownership of such Class B shares except to the extent of his pecuniary interest therein.

⁽¹⁰⁾

Calculated by subtracting the amount that each March Lock-Up Party would have received for the Retained Interests at $22.45 per share, the amount payable under the Merger Agreement, from the amount that each March Lock-Up Party will receive for the Retained Interests at $26.25 per share under the Lock-Up and Non-Compete Agreements.

⁽¹¹⁾	Calculated by multiplying the number of Retained Interests by $3.82 per share, the amount of the Deferred GP Payment.

For additional information regarding the Lock-Up and Non-Compete Agreements, please see “—Lock-Up and Non-Compete Agreements.”

Treatment of Equity Awards

Some of the directors and executive officers of TGE GP hold outstanding awards of TGE EPSs that have not yet vested. An aggregate of 12,000 TGE EPSs held by Guy G. Buckley, Roy N. Cook, Thomas A. Gerke and Terrance D. Towner, each a director of TGE GP, will vest upon consummation of the Merger pursuant to the terms of the TGE LTIP and the applicable award agreement. Messrs. Cook, Gerke and Towner are also members of the Conflicts Committee.

The following table sets forth the TGE EPSs that will vest upon consummation of the Merger:


Name of Beneficial Owner		Number of TGE EPSs held
Guy G. Buckley		3,000
Roy N. Cook		3,000
Thomas A. Gerke		3,000
Terrance D. Towner		3,000

Pursuant to the Merger Agreement, except to the extent otherwise expressly set forth in any award of TGE EPSs granted after December 16, 2019, immediately prior to the Effective Time, each award of TGE EPSs then outstanding will continue to remain outstanding, subject to the terms and conditions (including with respect to vesting and forfeiture) applicable to such award immediately prior to the Effective Time, provided that any performance-based vesting conditions will be waived as of the Effective Time because such vesting conditions were generally tied to achieving distribution targets that are less applicable for a private entity. Notwithstanding anything in the TGE LTIPs or the applicable award agreement, and except to the extent otherwise expressly set forth in any award of TGE EPSs granted after December 16, 2019, each award of TGE EPSs will be settled at the time provided in the applicable award agreement in an amount of cash per TGE EPS equal to the Fair Market Value (as defined in the applicable TGE LTIP) of a Class A share on the date of settlement.

For more information regarding outstanding awards of TGE EPSs that have not yet vested held by directors and executive officers of TGE GP, see “Security Ownership of Certain Beneficial Owners, Management and the Blackstone Parties—Ownership of Tallgrass Energy, LP by TGE GP’s Directors and Officers.”

Director and Officer Insurance; Indemnification

The Merger Agreement provides that, from and after the Closing, the Buyer Parties and the surviving entity will indemnify and hold harmless any person (together with such person’s heirs, executors and administrators) who is or was serving, or at any time prior to the Closing Date became, an officer, director or manager of any TGE Entity, or who is or was serving, or at any time prior to the Closing Date served, at the request of any TGE Entity, as an officer, director, member, general partner, fiduciary or trustee of another entity (such persons, “TGE Indemnified Parties”), from and against liabilities arising in connection with claims relating to or arising out of the Merger Agreement, the other transaction documents or the Transactions, in which any such TGE Indemnified Party may be involved by reason of its status as a TGE Indemnified Party and its actions or omissions to act on behalf of or for the benefit of TGE in its capacity as a TGE Indemnified Party.

Additionally, the Buyer Parties have agreed to, for a period of six years following the Closing Date (or until the disposition of claims for indemnification or advancement asserted during such six-year period), honor all rights to indemnification existing in favor of the TGE Indemnified Parties as provided in the organizational documents of any TGE Entity as in effect on the date of execution of the Merger Agreement, refrain from amending the organizational documents of any TGE Entity in any manner that would adversely affect the indemnification or exculpation rights of any TGE Indemnified Parties, and maintain fiduciary liability coverage that is no less advantageous to the TGE Indemnified Parties than existing officers’ and directors’ liability insurance policies as of the date of execution of the Merger Agreement.

All of the directors of TGE GP have the right to indemnification under indemnity agreements among such directors, on one hand, and TGE and TGE GP, on the other hand. The executive officers of TGE GP have the right to indemnification under employment agreements among such executive officers, on one hand, and TGE GP and Tallgrass Management, LLC, on the other hand.

Officers of TGE GP

Each of the current executive officers of TGE GP are expected to continue to serve as executive officers of TGE GP following the Merger.

No Golden Parachute or Other Compensation Payable to the Named Executive Officers of TGE in Connection with the Merger

None of the executive officers of TGE GP are entitled to any compensation that is enhanced by reason of the occurrence of the Merger. Section 14A(b) of the Exchange Act and Item 402(t) of Regulation S-K under the Exchange Act require that companies provide their shareholders with the opportunity to vote to approve, on an advisory non-binding basis, any “golden parachute compensation” for its named executive officers that is based on or otherwise relates to the Merger. Because no “golden parachute” or similar compensation arrangements are to be received by any of the named executive officers of TGE based on or otherwise relating to the Merger, no disclosure is required under Item 402(t) of Regulation S-K and no advisory vote is required by Section 14A(b) and Rule 14(a)-21(c) under the Exchange Act.

Although such payments are not based on or otherwise relating to the Merger, the performance awards provided for under the employment agreements with William R. Moler and Matthew Sheehy will be replaced in connection with the Merger by substantially economically equivalent IRR-based awards linked to returns to private owner(s) on a cumulative basis based on invested equity, distributions received and the fair market value of TGE on December 31, 2024 utilizing an internal rate of return function. To the extent vested, such replacement awards would be settled in cash no later than June 30, 2025.

Lock-Up and Non-Compete Agreements

Pursuant to the Lock-Up and Non-Compete Agreements, in connection with the completion of the Merger, each of the March Lock-Up Parties is entitled to elect to either (a) sell all, but not less than all, of his Retained

Interests, which consist of an aggregate of 3,210,085 Class A shares and 1,481,754 Class B shares (together with an equal number of TE Units), to Blackstone GP Acquiror or its designees at the higher of (i) the price being paid to the TGE Unaffiliated Shareholders in the Merger or (ii) $26.25 per Class A share or per Class B share and corresponding TE Unit, $3.82 of which constitutes the Deferred GP Payment, or (b) convert, exchange or contribute for equity interests in an acquisition vehicle or otherwise roll-over all, but not less than all, of his Retained Interests into securities of TE, TGE or their successor entities or holding companies, as applicable, in each case at the higher of (i) the price being paid to the TGE Unaffiliated Shareholders in the Merger or (ii) $26.25 per Class A share or per Class B share and corresponding TE Unit, $3.82 of which constitutes the Deferred GP Payment.

All of the March Lock-Up Parties have elected to sell their respective Retained Interests to Blackstone GP Acquiror or its designees at a price of $26.25 per Class A share or per Class B share and corresponding TE Unit.

In addition, pursuant to the Lock-Up and Non-Compete Agreements, during the Lock-Up Period (as defined below in “Information Concerning the Blackstone Parties—Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties”), each March Lock-Up Party agreed to vote his Retained Interests in a manner consistent with the recommendation of the TGE GP Board.

For additional information regarding the Lock-Up and Non-Compete Agreements, see “Information Concerning the Blackstone Parties—Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties.”

Support Agreement

For additional information, see “The Support Agreement.”

Certain Material U.S. Federal Income Tax Consequences of the Merger

The receipt of cash in exchange for Class A shares pursuant to the Merger Agreement will be a taxable transaction for U.S. federal income tax purposes to U.S. holders (as defined in “Certain Material U.S. Federal Income Tax Consequences”). A U.S. holder that holds Class A shares as capital assets will generally recognize capital gain or loss on the receipt of cash in exchange for Class A shares equal to the difference, if any, between the cash the holder receives in the Merger and the holder’s adjusted tax basis in those Class A shares, as determined on a block-by-block basis.

Please read “Certain Material U.S. Federal Income Tax Consequences” for a more complete discussion of certain U.S. federal income tax consequences of the Merger, including with respect to a holder of Class A shares that is a non-U.S. holder (as defined in “Certain Material U.S. Federal Income Tax Consequences”).

Financing of the Merger

Buyer anticipates that the total amount of funds necessary to consummate the Merger and the related transactions will be approximately $3.5 billion. Buyer has represented to TGE and TGE GP that the aggregate

proceeds contemplated by the Debt Commitment Letter (or the Alternative Debt Commitment Letter, if applicable, and in each case, subject to any replacement thereof with other debt financing as permitted by the Merger Agreement) and the Equity Commitment Letter, when taken together with funds from the TE Distribution Account and available borrowings under the TEP Credit Agreement, as described below, will be sufficient to consummate the Merger and the related transactions, including payment of the Required Amount.

Debt Commitment Letters

Concurrently with the execution of the Merger Agreement, Buyer entered into (i) the Debt Commitment Letter with the Financing Banks, pursuant to which the Financing Banks committed, subject to the terms and conditions set forth therein, to provide senior unsecured increasing rate bridge loans to TEP in an aggregate principal amount of up to $575 million (less the gross proceeds of any offering of senior notes and/or debt securities issued in lieu thereof) to fund a portion of the Merger Consideration and to pay related costs and expenses, (ii) the Alternative Debt Commitment Letter, pursuant to which the Financing Banks committed, subject to the terms and conditions set forth therein, to provide a senior secured term loan facility to one or more direct parent companies of Buyer in an aggregate principal amount of up to $575 million to fund a portion of the Merger Consideration and to pay related costs and expenses and (iii) the Debt Commitment Side Letter with the Financing Banks, pursuant to which the parties thereto agreed, among other things, that the Financing Banks will only be required to provide financing pursuant to the Debt Commitment Letter or the Alternative Debt Commitment Letter (but not both) in accordance with, and subject to, their respective terms and conditions. Unless Buyer elects whether to pursue the financing contemplated by the Debt Commitment Letter or the financing contemplated by the Alternative Debt Commitment Letter in a written notice on or prior to the deadline set forth therein, the Financing Banks holding a majority of the commitments under the Debt Commitment Letter or the Alternative Debt Commitment Letter, as applicable, shall promptly elect to provide financing pursuant to the Debt Commitment Letter or the Alternative Debt Commitment Letter (but not both) in accordance with, and subject to, their respective terms and conditions. On January 24, 2020, the Debt Commitment Letter and the Debt Commitment Side Letter were each amended and restated to add MUFG Bank, Ltd. and Blackstone Holdings Finance Co. L.L.C. as Financing Banks party thereto. On January 31, 2020, Buyer delivered notice under the Debt Commitment Side Letter of its election to pursue the financing contemplated under the Debt Commitment Letter, thereby terminating the Alternative Debt Commitment Letter.

In addition, the Buyer Parties may, in lieu of the debt facilities contemplated by the Debt Commitment Letter, obtain debt financing under the Credit Agreement (as defined below in “Information Concerning the Blackstone Parties-Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties”) pursuant to an amendment thereto. Any such replacement will be subject to the satisfaction of certain criteria set forth in the Merger Agreement, including that the incurrence of loans thereunder shall not be subject to any conditions that could reasonably be expected to make the timely funding of the financing or satisfaction of the conditions to obtaining the financing materially less likely to occur or that could reasonably be expected to materially prevent, impede or delay the timely funding of the Required Amount on the Closing Date or the consummation of the transactions contemplated by the Merger Agreement. On February 4, 2020, the Credit Agreement was amended by Amendment No. 1 to the Credit Agreement to, among other things, permit the transactions contemplated by the Merger Agreement and certain related transactions and to permit the borrowers thereunder to incur increased incremental commitments thereunder for purposes of funding a portion of the Merger Consideration and related

fees and expenses. On February 14, 2020, the Credit Agreement was further amended by Incremental Amendment No. 1 to the Credit Agreement to, among other things, establish commitments for incremental loans in an aggregate principal amount of $375,000,000 under the Credit Agreement, which the borrowers thereunder can elect to draw under for purposes of funding a portion of the Merger Consideration and related fees and expenses on the terms and conditions set forth therein.

Senior Unsecured Bridge Facility. The Debt Commitment Letter contemplates that either (i) TEP will issue senior unsecured fixed rate high yield notes in a Rule 144A or other private placement on or prior to the closing date yielding at least $575 million in gross proceeds, or (ii) to the extent TEP does not so issue senior unsecured notes on or prior to the closing date, it will borrow up to $575 million (less the gross proceeds of any offering of senior notes and/or other debt securities issued in lieu thereof) under the senior unsecured bridge facility. The senior unsecured bridge facility is contemplated to mature on the first anniversary of the Closing Date and to accrue interest during the first three-month period commencing on the Closing Date at adjusted LIBOR plus 425 basis points with the interest rate increasing by an additional 50 basis points at the beginning of each three-month period thereafter (subject to an agreed upon total cap). The senior unsecured bridge facility will contain mandatory prepayment provisions, representations and warranties and covenants customary for facilities of that type. At maturity of the senior unsecured bridge facility, the outstanding unsecured bridge loans will automatically convert into senior unsecured term loans of an equal principal amount maturing 5¹⁄₂ years after the Closing Date subject to various terms and conditions contained in the Debt Commitment Letter. At the option of the applicable lenders, such senior unsecured term loans may be exchanged for senior unsecured exchange notes of an equal principal amount subject to various terms and conditions contained in the Debt Commitment Letter.

Senior Secured Term Loan Facility. The senior secured term loan facility is contemplated to mature seven years after the Closing Date and to amortize in equal quarterly installments in an aggregate annual amount equal to 1% per annum of the original principal amount of the term loans. Interest on the term loans is contemplated by the Alternative Debt Commitment Letter to accrue at adjusted LIBOR plus 525 basis points. The senior secured term loan facility would contain customary mandatory prepayments (including an available cash sweep), representations and warranties and covenants for a facility of that type. The senior secured term loan facility will also include a financial covenant requiring compliance with a debt service coverage ratio of 1.10 to 1.00 at the end of each fiscal quarter. The senior secured term loan facility will be secured by approximately 37% of the economic interests in TE.

Although the debt financing described in this proxy statement is not subject to due diligence or a “market out” provision, which would have allowed lenders not to fund their commitments if certain conditions in the financial markets prevail, there is still a risk that such debt financing may not be funded when required. In the event that any portion of the debt financing described herein becomes unavailable, or the Buyer Parties become aware of any event or circumstance that makes any portion of the debt financing unavailable (in any case, other than pursuant to a termination and replacement of the Debt Commitment Letter and/or Alternative Debt Commitment Letter as permitted under the Merger Agreement), the Buyer Parties are obligated to use their reasonable best efforts to obtain, as promptly as practicable after such occurrence, alternative financing in an amount at least equal to the commitment under the Debt Commitment Letter (or the Alternative Debt Commitment Letter, if applicable) or such unavailable portion thereunder, which among other things, shall not be subject to any conditions precedent that would constitute “Prohibited Conditions” under the Merger Agreement and shall otherwise be on terms not materially less favorable to the Buyer Parties than the terms and conditions set forth in the Commitment Letters and not materially less favorable to the parties to the Equity Commitment Letter. As of the date hereof, no alternative financing arrangements or alternative financing plans have been made in the event the debt financing described herein is not available as anticipated. Except as described herein, there is no plan or arrangement regarding the refinancing or repayment of the debt financing.

The availability of the debt facilities is subject to certain customary closing conditions, including, but not limited to:

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the execution and delivery by the borrower and guarantors of definitive documentation with respect to the debt facilities consistent with the Debt Commitment Letter (or the Alternative Debt Commitment Letter, if applicable), together with customary closing deliverables;

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the accuracy of certain representations and warranties in the Merger Agreement that are material to the interests of the lenders under the debt facility and the accuracy of certain specified representations and warranties in the definitive credit documentation;

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since the date of the Merger Agreement, there shall have not been any event, change, fact, development, circumstance, condition or occurrence with respect to the Partnership Entities (as defined in the Merger Agreement) that has had or would, individually or in the aggregate, reasonably be expected to have a “material adverse effect” (as defined in “The Merger Agreement—Representations and Warranties”);

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the consummation of the Merger in all material respects in accordance with the Merger Agreement, and the Merger Agreement shall not have been amended or waived in any material respect in a manner materially adverse to the lenders under the debt facilities (in their capacity as such) without the consent of the lead arrangers under the Debt Commitment Letter (or the Alternative Debt Commitment Letter, if applicable), such consent not to be unreasonably withheld, delayed or conditioned;

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the delivery of customary information with respect to “know-your-customer” and anti-money laundering rules and regulations;

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in the case of the senior secured term loan facility, the consummation of the equity contribution contemplated by the Equity Commitment Letter;

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delivery of certain audited, unaudited and pro forma financial statements;

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as a condition to the availability of the senior unsecured bridge facility, the expiration of a marketing period of 12 consecutive business days following receipt of an offering memorandum in customary form for an offering memorandum used in 144A offerings of high-yield debt securities;

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as a condition to availability of the senior secured term loan facility, the expiration of a marketing period of 12 consecutive business days following receipt of certain financial information; and

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payment of all applicable fees and expenses.

The Debt Commitment Letter and Alternative Debt Commitment Letter will each terminate on the earliest to occur of (a) July 23, 2020 if the funding of the facility provided thereunder does not occur prior thereto, (b) the valid termination of the Merger Agreement prior to the consummation of the Merger, (c) the termination thereof by the Buyer and (d) the consummation of the Merger without funding of the facility provided thereunder.

Equity Commitment Letter

Concurrently with the execution of the Merger Agreement, Buyer entered into the Equity Commitment Letter with the Equity Commitment Sponsors, pursuant to which the Equity Commitment Sponsors committed, subject to the terms and conditions set forth therein, to purchase, or cause the purchase of, the equity of Buyer, for an aggregate amount in cash of up to approximately $2.9 billion, representing the aggregate amount of equity capital to be contributed directly or indirectly to Buyer solely for the purpose of allowing Buyer to fund a portion of the Merger Consideration. The obligation of the Equity Commitment Sponsors to fund or cause the funding of their equity commitment is subject to the satisfaction or waiver of various conditions, including (i) the satisfaction or waiver of the conditions to Buyer’s obligations to effect closing under the Merger Agreement, (ii) the concurrent financing under the Debt Commitment Letter or the Alternative Debt Commitment Letter (subject to any replacement thereof with other debt financing as permitted by the Merger Agreement) and (iii) the concurrent consummation of the Merger in accordance with the Merger Agreement.

Other

A portion of the Merger Consideration may be funded with funds from the TE Distribution Account. For more information on the TE Distribution Account, see “The Merger Agreement—Distributions.” In addition, a portion of the Merger Consideration may be funded with available borrowings under the TEP Credit Agreement.

Estimated Fees and Expenses

Under the terms of the Merger Agreement, except for any termination fees described in “The Merger Agreement—Termination Fees” and certain expenses related to the debt financing, all fees and expenses incurred in connection with the Transactions, including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of the Merger Agreement and the Transactions, including expenses incurred in connection with the preparation, printing, filing and mailing of this proxy statement and the Schedule 13E-3 and any amendments or supplements thereto, will be borne by the respective party incurring such fees and expenses.

Evercore has provided certain financial advisory services to the Conflicts Committee in connection with the Merger. Under the terms of Evercore’s engagement letter with TGE and the Conflicts Committee, TGE has paid Evercore a fee of $500,000 upon execution of the engagement letter and a fee of $1,250,000 upon Evercore’s rendering its opinion, and has agreed to pay an additional transaction fee of $500,000 upon consummation of the Merger. In addition, TGE has agreed to reimburse Evercore for all reasonable out-of-pocket expenses incurred by them, including the reasonable fees and expenses of legal counsel, and to indemnify Evercore against certain liabilities and expenses in connection with their engagement, including certain liabilities under federal securities laws. As of March 12, 2020, TGE has paid $1,763,635.28 to Evercore as compensation for its services, including the foregoing fees and $13,635.28 in reimbursement of out-of-pocket expenses incurred by Evercore. For more information about Evercore’s compensation, see “—Opinion of Evercore—Financial Advisor to the Conflicts Committee.”

TGE has retained MacKenzie Partners, Inc. as a proxy solicitation and information agent and American Stock Transfer & Trust Company, LLC as the paying agent in connection with the Merger. MacKenzie Partners, Inc. may contact TGE Shareholders by mail, telephone, facsimile, email and personal interview and may request banks, brokers, dealers and other nominee shareholders to forward materials relating to the Merger to beneficial owners.

As compensation for acting as a proxy solicitation and information agent in connection with the Merger, MacKenzie Partners, Inc. will receive a fee of $7,500 and the reimbursement of out-of-pocket expenses. TGE will pay the paying agent $11,000, and will indemnify the paying agent against certain liabilities and expenses in connection therewith, including certain liabilities under federal securities laws. Brokers, dealers, commercial banks and trust companies will be reimbursed by TGE for customary handling and mailing expenses incurred by them in forwarding materials to their customers.

The following is an estimate of fees and expenses to be incurred by TGE in connection with the Merger:


Description	Amount
Legal	$	2,100,000
Financial Advisors	$	2,289,000
Printing and Mailing	$	75,000
SEC Filing Fees	$	454,528
Paying Agent	$	12,300
Proxy Solicitation and Information Agent	$	14,700
Miscellaneous	$	54,472

Total	$	5,000,000

Blackstone is expected to incur and pay fees and expenses of approximately $46 million in connection with the Merger, consisting primarily of legal and financial advisory fees.

Certain Legal Matters

General

In the Merger Agreement, the parties have agreed to cooperate with each other to make all filings with governmental authorities and to obtain all governmental approvals and consents necessary to consummate the Merger, subject to certain exceptions and limitations. It is a condition to the consummation of the Merger that required governmental consents and approvals have been obtained before the effective date of the Merger.

Certain Litigation

Between January 31 and March 12, 2020, ten purported TGE Shareholders filed lawsuits under the federal securities laws in the United States District Court for the District of Delaware, the United States District Court for the Southern District of New York and the United States District Court for the District of Colorado asserting claims based on the disclosures made in this proxy statement in connection with the Merger. The cases filed in the United States District Court for the District of Delaware are captioned Fisk v. Tallgrass Energy, LP, et al., Case No. 1:20-cv-00155 (D. Del.) (the “Fisk Action”), Scarantino v. Tallgrass Energy, LP, et al., Case No. 1:20-cv-00159 (D. Del.) (the “Scarantino Action”), and Stein v. Tallgrass Energy, LP, et al., Case No. 1:20-cv-178 (D. Del.) (the “Stein Action”). The cases filed in the United States District Court for the Southern District of New York are captioned McLain v. Tallgrass Energy, LP, et al., Case No. 1:20-cv-00933 (S.D.N.Y.) (the “McLain Action”), Reed v. Tallgrass Energy, LP, et al., Case No. 1:20- cv-00902 (the “Reed Action”), Lowinger v. Tallgrass Energy, LP, et al., Case No. 1:20-cv-985 (S.D.N.Y.) (the “Lowinger Action”), Washington v. Tallgrass Energy, LP, et al., Case No. 1:20-cv-1458 (S.D.N.Y.) (the “Washington Action”) and Jayson v. Tallgrass Energy, LP, et al., Case No. 1:20-cv-1873 (S.D.N.Y.) (the “Jayson Action”). The cases filed in the United States District Court for the District of Colorado are captioned Bushansky v. Tallgrass Energy, LP, et al., Case No. 1:20-cv-356 (D. Colo.) (the “Bushansky Action”) and Dotson v. Tallgrass Energy, LP, et al., Case No. 1:20-cv-542 (D. Colo.) (the “Dotson Action” and, collectively with the Fisk Action, the Scarantino Action, the Stein Action, the McLain Action, the Reed Action, the Lowinger Action, the Washington Action, the Jayson Action and the Bushansky Action, the “Actions”). The Fisk Action, the Scarantino Action and the Lowinger Action are brought on behalf of a putative class of holders of Class A shares, while the McLain Action, the Reed Action, the Stein Action, the Dotson Action, the Washington Action, the Jayson Action and the Bushansky Action are brought only on behalf of the named plaintiff.

Each of the Actions alleges violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder based on various alleged omissions of material information from TGE’s January 21, 2020 preliminary proxy statement filed in connection with the Merger. Each of the Actions names as defendants TGE and each of TGE GP’s directors, individually. The Reed Action also names as a defendant TGE’s former director, David G. Dehaemers, Jr., individually. All ten Actions seek damages, expert and attorneys’ fees, and to enjoin the shareholder vote required to consummate the proposed Merger.

Provisions for Unaffiliated Security Holders

No provision has been made to grant TGE Unaffiliated Shareholders access to the partnership files of TGE, TGE GP or the Buyer Parties or to obtain counsel or appraisal services at the expense of the foregoing parties.

No Dissenters’ or Appraisal Rights

Under the Delaware Revised Uniform Limited Partnership Act and the Partnership Agreement, there are no dissenters’ or appraisal rights for the TGE Shareholders with respect to the Transactions.

Accounting Treatment

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the documents incorporated herein by reference contain forward-looking statements concerning TGE’s operations, economic performance or financial condition. Forward-looking statements give TGE’s current expectations, contain projections of results of operations or of financial condition or forecasts of future events. Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this proxy statement include TGE’s expectations of plans, strategies, objectives, growth and anticipated financial and operational performance, including guidance regarding TGE’s infrastructure programs, revenue projections, capital expenditures and tax position. Forward-looking statements can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed.

All statements other than statements of historical fact included or incorporated by reference in this proxy statement, including statements regarding TGE’s financial position, business strategy and other plans and objectives for future operations or transactions, and including statements regarding the approval of the Merger Agreement and the Transactions, the satisfaction of the closing conditions to the Merger, the timing of the completion of the Merger, certain expected material U.S. federal income tax consequences, expectations and intentions regarding outstanding litigation, expectations with respect to the synergies, costs and other anticipated effects of the Merger and expectations regarding TGE’s business and the Class A shares if the Merger does not occur, are forward-looking statements.

A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. TGE believes that it has chosen these assumptions or bases in good faith and that they are reasonable. However, when considering these forward-looking statements, you should keep in mind the risk factors contained in the documents incorporated by reference herein and cautionary statements in this proxy statement. Actual results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and should not consider the following list to be a complete statement of all potential risks and uncertainties. Factors that could cause actual results to differ materially from the results contemplated by such forward-looking statements include:

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the possibility that the Transactions are not consummated in a timely manner or at all;

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the diversion of management in connection with the Merger and TGE’s ability to realize fully or at all the anticipated benefits of the Merger;

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the impact of the announcement of the Merger on relationships with third parties, including commercial counterparties, employees and competitors, and risks associated with the loss and ongoing replacement of key personnel;

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TGE’s ability to complete and integrate acquisitions;

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the demand for TGE’s services, including natural gas transportation and storage; crude oil transportation; and natural gas gathering and processing, crude oil storage and terminalling services, and water business services;

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TGE’s ability to successfully contract or re-contract with its customers;

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large or multiple customer defaults, including defaults resulting from actual or potential insolvencies;

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TGE’s ability to successfully implement its business plan;

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changes in general economic conditions;

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competitive conditions in TGE’s industry;

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the effects of existing and future laws and governmental regulations;

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actions taken by third-party operators, processors and transporters;

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TGE’s ability to complete internal growth projects on time and on budget;

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the price and availability of debt and equity financing;

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the level of production of crude oil, natural gas and other hydrocarbons and the resultant market prices of crude oil, natural gas, natural gas liquids and other hydrocarbons;

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the availability and price of natural gas and crude oil, and fuels derived from both, to the consumer compared to the price of alternative and competing fuels;

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competition from the same and alternative energy sources;

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energy efficiency and technology trends;

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operating hazards and other risks incidental to transporting, storing, and terminalling crude oil; transporting, storing, gathering and processing natural gas; and transporting, gathering and disposing of water produced in connection with hydrocarbon exploration and production activities;

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environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves;

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natural disasters, weather-related delays, casualty losses and other matters beyond TGE’s control;

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interest rates;

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labor relations;

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changes in tax laws, regulations and status;

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the effects of future litigation; and

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certain factors discussed elsewhere in this proxy statement.

TGE cautions that the foregoing list of factors is not exclusive. Additional information concerning these and other risks is contained in TGE’s most recently filed Annual Reports on Form 10-K, previous Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings. In addition, TGE may be subject to currently unforeseen risks that may have a materially adverse effect on it. All subsequent written and oral forward-looking statements concerning TGE, the proposed Merger or other matters and attributable to TGE or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. The forward-looking statements speak only as of the date made and, other than as required by law, TGE does not undertake any obligation to update publicly or revise any of these forward-looking statements.

INFORMATION ABOUT THE SHAREHOLDER MEETING AND VOTING

Date, Time and Place

The Shareholder Meeting will be held on April 16, 2020 at 9:00 a.m., Central Time, at the Hilton Garden Inn, 5800 College Boulevard, Overland Park, Kansas 66211. The meeting may be adjourned or postponed by TGE GP to another date or place for proper purposes, including for the purpose of soliciting additional proxies.

Purpose

The TGE Shareholders will be asked to consider and vote upon the Merger Proposal.

Record Date and Quorum Requirement

The TGE GP Board has fixed the close of business on March 12, 2020 as the record date for the Shareholder Meeting. TGE Shareholders that own TGE Shares at the close of business on the record date may vote at the Shareholder Meeting. You may cast one vote for each Class A share that you own as of the close of business on the record date and one vote for each Class B share that you own as of the close of business on the record date. Votes may be cast at the Shareholder Meeting in person or by proxy.

The presence, in person or by proxy, at the Shareholder Meeting of holders of a majority of the TGE Shares, as of the record date, will constitute a quorum and will permit TGE to conduct the proposed business at the Shareholder Meeting. TGE Shares will be counted as present at the Shareholder Meeting if the TGE Shareholder is present in person at the Shareholder Meeting or has submitted and not revoked a properly executed proxy card or properly submitted and not revoked a proxy via telephone or the Internet. Proxies received but marked as abstentions will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum. A broker non-vote will also be considered present at the Shareholder Meeting for purposes of determining the presence of a quorum but cannot be included in the vote. Abstentions and broker non-votes have the same effect as a vote against the Merger for purposes of the vote required under the Merger Agreement and the Partnership Agreement.

Submitting a Proxy Card

TGE Shareholders holding Class A shares or Class B shares in their own name may submit their proxy by completing, signing, dating and mailing the enclosed proxy card in the enclosed postage-prepaid envelope. Submitting a proxy by this method will not affect your right to attend the Shareholder Meeting.

TGE Shareholders holding Class A shares or Class B shares in “street name” by a bank, broker or other nominee should follow the separate voting procedures, if any, provided by the bank, broker or other nominee with this proxy statement.

Submitting a Proxy via Telephone or Internet

TGE Shareholders holding Class A shares or Class B shares in their own name who choose to submit their proxy via telephone or the Internet should follow the instructions set forth on the enclosed proxy card. The telephone and Internet proxy procedures are designed to authenticate proxies by use of a personal control number, which appears on the proxy card. These procedures, which comply with Delaware law, allow you to

appoint a proxy to vote your Class A shares or Class B shares, and to confirm that your instructions have been properly recorded. If you submit your proxy via telephone or the Internet, you do not have to mail in your proxy card, but your proxy must be received by 11:59 p.m., Eastern Time, on April 15, 2020, which may be extended in the sole discretion of TGE GP.

TGE Shareholders holding Class A shares or Class B shares in “street name” by a bank, broker or other nominee should follow the instructions provided with the proxy materials to determine if Internet or telephone proxy submission is available. If your bank, broker or other nominee does make Internet or telephone proxy submission available, please follow the instructions provided on the voting form supplied by your bank, broker or other nominee.

Revoking Your Proxy

If your Class A shares or Class B shares are registered directly in your name with the transfer agent, you may revoke your proxy with regard to such shares at any time before it is voted at the Shareholder Meeting by:

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submitting a proxy again prior to the Shareholder Meeting through any of the methods available to you;

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giving written notice of revocation to the General Counsel of TGE GP, which must be received by the time the Shareholder Meeting begins; or

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attending the Shareholder Meeting and voting your TGE Shares in person.

If your Class A shares or Class B shares are held through a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies with regard to such shares. If your bank, broker or other nominee allows you to submit your proxy via telephone or Internet, you may be able to change your proxy by submitting a proxy again by telephone or Internet.

Questions and Additional Information

If you have any questions about the Merger Proposal, need additional copies of this proxy statement or the enclosed proxy card or require assistance in voting your Class A shares or Class B shares, you should contact TGE’s proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885 or (212) 929-5500 or at proxy@mackenziepartners.com.

Voting at the Shareholder Meeting

Submitting a proxy now will not limit your right to vote at the Shareholder Meeting if you decide to attend in person. If you plan to attend the Shareholder Meeting and wish to vote in person, you will be given a ballot at the Shareholder Meeting. Please note, however, that if your TGE Shares are held in “street name” by a bank, broker or other nominee, and you wish to vote at the Shareholder Meeting, you must bring to the Shareholder Meeting a proxy from the bank, broker or other nominee authorizing you to vote at the Shareholder Meeting. Please contact your bank, broker or other nominee for specific instructions.

Vote Required; How Class A Shares and Class B Shares are Voted

Pursuant to the Merger Agreement and the Partnership Agreement, holders of a majority of the outstanding Class A shares and Class B shares, voting together as a single class, must affirmatively vote or consent in favor of the Merger Proposal in order for it to be approved. Failures to vote, in addition to abstentions and broker non-votes, will have the same effect as a vote against the Merger Proposal for purposes of the vote required under the Merger Agreement and the Partnership Agreement.

If you have timely and properly submitted your proxy, clearly indicated your vote and have not revoked your proxy, your Class A shares and/or Class B shares will be voted as indicated on your proxy. If you have timely and properly submitted your proxy but have not clearly indicated your vote, your Class A shares and/or Class B shares will be voted “FOR” approval of the Merger Proposal.

If any person or group other than TGE GP and its Affiliates acquires beneficial ownership of 20% or more of any class of shares of TGE, that person or group loses voting rights on all of its shares. This loss of voting rights does not apply to any person or group that acquires the shares from TGE GP or its Affiliates and any transferees of that person or group who are notified by TGE GP that they will not lose their voting rights, to any person or group who acquires the shares with the prior approval of the TGE GP Board or to transferees of such person or group, provided such transferee is an Affiliate of the transferor.

If any other matters are properly presented for consideration at the Shareholder Meeting or any adjournment or postponement thereof, the persons named in the proxy will have the discretion to vote on these matters.

TGE Shares Beneficially Owned by TGE GP Directors and Executive Officers

TGE GP’s current directors and executive officers beneficially own, collectively, 2,167,783 Class A shares and 103,983 Class B shares as of March 12, 2020. These TGE Shares represent, collectively, approximately 0.81% of the total voting power of TGE’s outstanding voting securities as of such date. TGE currently expects that all of its directors and executive officers will vote their TGE Shares in favor of the Merger Proposal to be voted on at the Shareholder Meeting. Pursuant to the Lock-Up and Non-Compete Agreements, certain current and former directors and officers of TGE GP agreed to vote a total of 3,210,085 Class A shares and 649,832 Class B shares owned by them in a manner consistent with the recommendation of the TGE GP Board during the Lock-Up Period (as defined below in “Information Concerning the Blackstone Parties—Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties”).

Proxy Solicitation

This proxy statement is being furnished in connection with the solicitation of proxies by TGE GP on behalf of the Conflicts Committee. The expenses of such solicitation, including the expenses of preparing, printing and mailing the proxy statement and materials used in the solicitation, will be borne by the party incurring such expenses. In addition to the mailing of this proxy statement, proxies also may be solicited by TGE GP’s and its Affiliates’ directors, officers and employees by telephone, electronic mail, letter, facsimile or in person, but no additional compensation will be paid to them. TGE may also reimburse brokers, custodians, nominees, fiduciaries and others for expenses incurred in forwarding proxy materials to the beneficial owners of Class A shares and Class B shares.

THE MERGER PROPOSAL

The Proposal

At the Shareholder Meeting, TGE Shareholders are being asked to consider and approve the Merger Agreement and the Transactions. A copy of the Merger Agreement is attached as Annex A to this proxy statement.

Conflicts Committee Recommendation

The Conflicts Committee has unanimously determined, based upon the facts and circumstances it deemed relevant and appropriate, that the Merger Agreement and the Transactions are in the best interests of TGE, including holders of Class A shares, other than TGE GP and its Affiliates (including Buyer, Blackstone and their Affiliates), and has approved the Merger Agreement and the Transactions. The Conflicts Committee, acting on behalf of TGE GP, in its capacity as the general partner of TGE, and on behalf of TGE, pursuant to the authority granted to the Conflicts Committee by the TGE GP Board, also directed that the Merger Agreement and the Transactions be submitted to a vote of the TGE Shareholders in accordance with the Partnership Agreement and recommended the approval of the Merger Agreement and the Transactions by the TGE Shareholders.

Accordingly, the Conflicts Committee recommends that the TGE Shareholders vote “FOR” the Merger Proposal.

Vote Required

Pursuant to the Partnership Agreement, the approval of the Merger Proposal requires the affirmative vote or consent of holders of a majority of the outstanding Class A shares and Class B shares, voting together as a single class. Failures to vote, in addition to abstentions and broker non-votes, will have the same effect as a vote against the Merger Proposal for purposes of the vote required under the Merger Agreement and the Partnership Agreement.

POSTPONEMENT OR ADJOURNMENT

Pursuant to the Partnership Agreement, prior to the date of the Shareholder Meeting, TGE GP, as the general partner of TGE, may postpone the Shareholder Meeting one or more times for any reason by giving no fewer than two days’ notice to each TGE Shareholder entitled to vote at the meeting and a new record date does not need to be fixed if the postponement is not for more than 45 days. In addition, pursuant to the Partnership Agreement, TGE GP, as the general partner of TGE, may authorize its designated chairman of the Shareholder Meeting to adjourn the Shareholder Meeting, including a further adjournment of an adjourned meeting, to a date within 45 days of the Shareholder Meeting without further notice other than by an announcement made at the Shareholder Meeting (or such adjourned meeting) and without setting a new record date. No vote of the TGE Shareholders is required for any adjournment or postponement. If the requisite shareholder vote to approve the Merger Proposal has not been received at the time of the Shareholder Meeting (or such adjourned meeting), TGE may choose to solicit additional proxies in favor of the Merger Proposal.

OTHER MATTERS

Other Matters for Action at the Shareholder Meeting

As of the date of this proxy statement, the TGE GP Board knows of no other matters that will be presented for consideration at the Shareholder Meeting other than as described in this proxy statement.

In accordance with the Partnership Agreement and Delaware law, business transacted at the Shareholder Meeting will be limited to those matters set forth in the notice of special meeting or matters otherwise properly presented by TGE GP at the Shareholder Meeting. If any other matters are properly presented at the Shareholder Meeting, or any adjournments of the Shareholder Meeting, and are voted upon, including matters incident to the conduct of the meeting, the enclosed proxy will confer discretionary authority on the individuals named as proxy to vote the shares represented by proxy as to any other matters so long as the TGE GP Board is not aware of any such other matter a reasonable time before the Shareholder Meeting. It is intended that the persons named in the enclosed proxy and acting thereunder will vote in accordance with their best judgment on any such matter.

Householding of Shareholder Meeting Materials

The SEC has adopted rules that permit companies and intermediaries (such as brokers or banks) to satisfy the delivery requirements for proxy statements with respect to two or more security holders sharing the same address by delivering a single notice or proxy statement addressed to those security holders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for security holders and cost savings for companies. Banks, brokers and other nominees may be participating in the practice of “householding” proxy statements and annual reports. As indicated in the notice provided by these banks, brokers and other nominees to TGE Shareholders, a single proxy statement will be delivered to multiple TGE Shareholders sharing an address unless contrary instructions have been received from an affected TGE Shareholder. Once you have received notice from your bank, broker or other nominee that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you would prefer to receive separate copies of the proxy statement either now or in the future, please contact your bank, broker or other nominee or contact MacKenzie Partners, Inc., TGE’s proxy solicitor, or contact TGE by written or oral request to TGE at 4200 W. 115th Street, Suite 350, Leawood, Kansas 66211 or by telephone at (913) 928-6060.

THE MERGER AGREEMENT

The following is a summary of the material terms of the Merger Agreement. The provisions of the Merger Agreement are extensive and not easily summarized. The following summary is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and is incorporated into this proxy statement by reference. You should read carefully the Merger Agreement in its entirety because it, and not this proxy statement, is the legal document that governs the terms of the Transactions, including the Merger.

The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement (each referred to individually as a “party” and collectively as the “parties”). The assertions embodied in those representations and warranties are qualified by information in confidential disclosure schedules that the parties have exchanged in connection with signing the Merger Agreement. The disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the attached Merger Agreement. Accordingly, you should keep in mind that the representations and warranties are modified in part by the underlying disclosure schedules. The disclosure schedules contain information that has been included in TGE’s prior public disclosures, as well as additional information, some of which may be non-public. Information concerning the subject matter of the representations and warranties may have also changed since the date of the Merger Agreement, and all of this information may or may not be fully reflected in TGE’s public disclosures. Accordingly, the representations, warranties and covenants in the Merger Agreement and the description of them in this proxy statement should not be read alone but instead should be read in conjunction with the other information contained in the reports, statements and filings of TGE filed with the SEC.

The Merger

Pursuant to the Merger Agreement, Buyer will merge with and into TGE, with TGE surviving the Merger and continuing to exist as a Delaware limited partnership (referred to in this summary with respect to periods following the Effective Time, interchangeably, as “TGE” or the “surviving entity”), and each Class A share (other than Sponsor Shares) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $22.45 per Class A share in cash without any interest thereon.

At the Effective Time, as a result of the Merger and without any action on the part of any of the parties or any TGE Shareholder or other holder of equity or voting securities of the Buyer Parties, TGE or TGE GP, (i) each Class B share and TE Unit issued and outstanding immediately prior to the Effective Time will be unaffected by the Merger and will be unchanged and remain outstanding, and no consideration will be delivered in respect thereof, and (ii) the General Partner Interest will be unaffected by the Merger and will be unchanged and remain outstanding, and no consideration will be delivered in respect thereof. Pursuant to the Merger Agreement, TGE has agreed to transfer and deliver to Buyer Sub, and Buyer Sub has agreed to acquire from TGE, the TE Units held by TGE immediately prior to the Effective Time unless otherwise notified in writing by Buyer prior to the Effective Time. TGE GP will continue as the sole general partner of the surviving entity holding a non-economic general partner interest in TGE.

As further described in “Information Concerning the Blackstone Parties—Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties,” all of the 1,481,754 outstanding Unaffiliated Class B Shares constitute Retained Interests. Pursuant to the Lock-Up and Non-Compete Agreements, substantially concurrently with the consummation of the Merger, the March Lock-Up Parties will sell to Blackstone GP Acquiror or its designees such Unaffiliated Class B Shares, together with the corresponding TE Units, at a price of $26.25 per Class B share and corresponding TE Unit, $3.82 of which constitutes the Deferred GP Payment, on terms and conditions mutually acceptable to Blackstone GP Acquiror and such March Lock-Up Parties.

Additionally, at the Effective Time, as a result of the Merger and without any action on the part of any of the parties or any TGE Shareholder or other holder of equity or voting securities of the Buyer Parties, TGE or TGE GP (i) the limited partnership interests in Buyer issued and outstanding immediately prior to the Effective Time will be converted automatically into a number of Class A shares equal to (x) the number of Class A shares cancelled pursuant to terms of the Merger Agreement, minus (y) the number of Class A shares that together have an aggregate value equal to the aggregate amount of proceeds from indebtedness, if any, received by Buyer or any of its Affiliates in connection with the Merger, as calculated by Buyer in good faith; and (ii) the general partner interest in Buyer held by Holdings Manager will automatically be cancelled and cease to exist.

At the Effective Time, the books and records of TGE will be revised to reflect that (i) all TGE Shareholders immediately prior to the Effective Time (other than the limited partners of Buyer immediately prior to the Effective Time, the Sponsors and their respective Affiliates, and the Unaffiliated Class B Limited Partners) cease to be TGE Shareholders and (ii) the limited partners of Buyer immediately prior to the Effective Time, the Sponsors and their respective Affiliates, and the Unaffiliated Class B Limited Partners are the only limited partners of, and will hold all of the Class A shares and Class B shares of, the surviving entity.

Regulatory Approvals Required for the Merger

Effective Time; Closing

The Effective Time will occur upon the filing of a properly executed certificate of merger with the Secretary of State of the State of Delaware or at such later date and time as may be agreed to by the parties and expressed in the certificate of merger as the effective date and time of the Merger. From and after the Effective Time, (i) the certificate of limited partnership of TGE, as in effect immediately prior to the Effective Time, will continue to be the certificate of limited partnership of the surviving entity until amended in accordance with its terms and applicable law, and (ii) the Partnership Agreement, as in effect immediately prior to the Effective Time, will continue to be the partnership agreement of the surviving entity until amended in accordance with its terms and applicable law.

Unless otherwise agreed by the parties in writing, the closing of the Transactions (“Closing”) will take place on the third business day after the date on which the last of the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) have been satisfied or waived in accordance with the terms of the Merger Agreement, provided that if, at the time such conditions have been satisfied or waived in accordance with the terms of the Merger Agreement, the marketing period relating to the Buyer Parties’ debt financing of the Merger, as provided for in the Merger Agreement, has not ended, then, subject to the continued satisfaction or waiver of the conditions set forth in the Merger Agreement, the Closing shall occur on the second business day following the final day of the marketing period (provided that the Buyer Parties may elect to terminate the marketing period early on no less than two business days’ notice to TGE).

Conditions to the Merger

Conditions of Each Party

The respective obligations of the parties to effect the Merger are subject to the satisfaction (or waiver, if legally permissible) on or prior to the Closing Date of each of the following conditions:

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the TGE Shareholder Approval must have been obtained;

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Additional Conditions to the Obligations of Buyer

The obligation of Buyer to effect the Merger is subject to the satisfaction (or waiver, if legally permissible) on or prior to the Closing Date of the following conditions:

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each of the representations and warranties of TGE and TGE GP contained in the Merger Agreement must be true and correct as of the date of execution of the Merger Agreement and upon the Closing Date with the same effect as though all such representations and warranties had been made on the Closing Date (except for any such representations and warranties made as of an earlier date, which must be true and correct as of such date), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect”) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect with respect to the TGE Entities, taken as a whole; provided that (i) the representations and warranties of TGE and TGE GP relating to (A) legal organization, existence, general authority and good standing, (B) power and authorization to enter into and carry out the obligations of the Merger Agreement, and enforceability of the Merger Agreement, (C) the absence of defaults, breaches and other conflicts caused by entering into the Merger Agreement and completing the Merger and absence of required governmental consents and approvals, other than those noted in the Merger Agreement and related disclosure schedules, and (D) default or breach under certain indebtedness of certain subsidiaries of TGE, in each case, must be true and correct as described above in all material respects, and (ii) representations of TGE and TGE GP relating to the capitalization of the TGE Entities must be true and correct as described above except for any de minimis accuracies;

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Buyer must have received a certificate signed by an executive officer of TGE GP, dated the Closing Date, certifying as to the matters set forth above.

Additional Conditions to the Obligations of TGE

The obligation of TGE to effect the Merger is subject to the satisfaction (or waiver, if legally permissible) on or prior to the Closing Date of the following conditions:

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each of the representations and warranties of the Buyer Parties contained in the Merger Agreement must be true and correct as of the date of execution of the Merger Agreement and upon the Closing Date with the same effect as though all such representations and warranties had been made on the Closing Date (except for any such representations and warranties made as of an earlier date, which must be true and correct as of such date), except where the failure of such representations and

warranties to be true and correct (without giving effect to any limitation as to “materiality” or “material adverse effect”) would not reasonably be expected to have a material adverse effect with respect to the Buyer Parties; provided that the representations and warranties of the Buyer Parties relating to (i) legal organization, existence, general authority and good standing, (ii) ownership of equity securities in TGE, (iii) power and authorization to enter into and carry out the obligations of the Merger Agreement, and enforceability of the Merger Agreement, (iv) the absence of required governmental consents and approvals, other than those noted in the Merger Agreement and related disclosure schedules, (v) solvency of TGE and its subsidiaries following the Closing, (vi) enforceability of the Limited Guaranty, and (vii) availability of funds, in each case, must be true and correct as described above in all material respects;

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each Buyer Party must have performed or complied in all material respects with all covenants and obligations required to be performed by it under the Merger Agreement on or prior to the Closing Date;

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TGE must have received a certificate signed by an executive officer of Buyer, dated the Closing Date, certifying as to the matters set forth above.

Please read “—Representations and Warranties” for a summary of the definition of material adverse effect in the Merger Agreement.

TGE Recommendation and TGE Adverse Recommendation Change

The Conflicts Committee has unanimously determined, based upon the facts and circumstances it deemed relevant and appropriate, that the Merger Agreement and the Transactions are in the best interests of TGE, including the TGE Unaffiliated Shareholders, and has approved the Merger Agreement, the Transactions, the Support Agreement and the Limited Guaranty. Since the TGE GP Board empowered the Conflicts Committee with all the power of the TGE GP Board with respect to the Merger Agreement and the Transactions, the Conflicts Committee, acting on behalf of TGE GP, in its capacity as the general partner of TGE, and on behalf of TGE, also directed that the Merger Agreement and the Transactions be submitted to a vote of the TGE Shareholders in accordance with the Partnership Agreement and recommended the approval of the Merger Agreement and the Transactions by the TGE Shareholders.

For more information regarding the recommendation of the Conflicts Committee, including the obligations of the Conflicts Committee in making such determination under the Partnership Agreement, see “Special Factors—Reasons for the Conflicts Committee’s Recommendation.”

The Merger Agreement provides that TGE and TGE GP will not, and will cause their respective subsidiaries and their respective Representatives not to, directly or indirectly (i) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to the Buyer Parties, the TGE Recommendation or (ii) fail to include the TGE Recommendation in this proxy statement (any such action, a “TGE Adverse Recommendation Change”).

Subject to the conditions described below, at any time prior to obtaining TGE Shareholder Approval, the Conflicts Committee may make a TGE Adverse Recommendation Change if the Conflicts Committee determines in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to effect such TGE Adverse Recommendation Change would be inconsistent with its duties under applicable law, as modified by the Partnership Agreement. Any TGE Adverse Recommendation Change shall have no effect on the validity of the Special Approval granted by the Conflicts Committee, which shall remain in full force and effect for all purposes under the Partnership Agreement. The Conflicts Committee may not effect a TGE Adverse Recommendation Change pursuant to the foregoing unless:

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the Conflicts Committee has provided prior written notice to Buyer specifying in reasonable detail the reasons for such action at least three business days in advance of its intention to make a TGE Adverse Recommendation Change, unless at the time such notice is otherwise required to be given there are

fewer than three business days prior to the expected date of the TGE Shareholder Approval, in which case such notice will be provided as far in advance as practicable (the period inclusive of all such days, the “TGE Notice Period”); and

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during the TGE Notice Period, the Conflicts Committee has negotiated, and has used its reasonable best efforts to cause its financial advisors and outside legal counsel to negotiate, with Buyer in good faith (to the extent Buyer desires to negotiate in its sole discretion) to make such adjustments in the terms and conditions of the Merger Agreement so that the failure to effect such TGE Adverse Recommendation Change would not be inconsistent with the Conflicts Committee’s duties under applicable law, as modified by the Partnership Agreement, provided that the Conflicts Committee must take into account all changes to the terms of the Merger Agreement proposed by Buyer in determining whether to make a TGE Adverse Recommendation Change.

TGE Shareholder Approval

Subject to the terms and conditions of the Merger Agreement, TGE has agreed to, with the Buyer Parties’ cooperation, as promptly as practicable following the date of execution of the Merger Agreement, establish a record date for, duly call, give notice of, convene and hold a special meeting of the TGE Shareholders (including any postponements, adjournments or recesses thereof) for purposes of obtaining TGE Shareholder Approval. See “Information About the Shareholder Meeting and Voting.”

Subject to the provisions of the Merger Agreement relating to a TGE Adverse Recommendation Change (as discussed above in “—TGE Recommendation and TGE Adverse Recommendation Change”), TGE has agreed to, through the Conflicts Committee (unless the Conflicts Committee has made a TGE Adverse Recommendation Change), recommend to the TGE Shareholders approval of the Merger Agreement and the Merger (collectively, the “TGE Recommendation”) and use reasonable best efforts to obtain TGE Shareholder Approval. TGE has further agreed to advise Buyer promptly of any material communication received by TGE in writing after the date of execution of the Merger Agreement related to any potential vote against the Merger by any TGE Shareholder having beneficial ownership of 5% or more of all of the issued and outstanding Class A shares or any TGE Shareholder that has notified TGE in writing that such TGE Shareholder beneficially owns 2% or more of all of the issued and outstanding Class A shares.

Unless the Merger Agreement is validly terminated in accordance with its terms, TGE, with the Buyer Parties’ cooperation, must submit the Merger Agreement to the TGE Shareholders for approval at the Shareholder Meeting even if the Conflicts Committee has effected a TGE Adverse Recommendation Change.

The Merger Consideration

At the Effective Time, each issued and outstanding Class A share, except for any Sponsor Shares, will be converted into the right to receive $22.45 in cash without any interest thereon. Upon being converted into the right to receive the Merger Consideration, each converted Class A share will cease to be outstanding and will automatically be cancelled and cease to exist, and the TGE Shareholder holding such Class A share will cease to be a limited partner of TGE or have any rights with respect to such Class A share except (i) the right to receive the Merger Consideration and (ii) continued rights to receive any distributions, without interest, with respect to such Class A share held by such TGE Shareholder immediately prior to the Effective Time with a record date occurring prior to the Effective Time that has been declared by TGE GP prior to the Effective Time or made by TGE with respect to such Class A share in accordance with the terms of the Merger Agreement and that remain unpaid as of the Effective Time.

Treatment of Equity Awards

Except to the extent otherwise expressly set forth in any award of TGE EPSs granted after December 16, 2019, immediately prior to the Effective Time, each award of TGE EPSs then outstanding will continue to

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remain outstanding, subject to the terms and conditions (including with respect to vesting and forfeiture) applicable to such award immediately prior to the Effective Time, provided that any performance-based vesting conditions will be waived as of the Effective Time because such vesting conditions were generally tied to achieving distribution targets that are less applicable for a private entity. Notwithstanding anything in the TGE LTIPs or the applicable award agreement, and except to the extent otherwise expressly set forth in any award of TGE EPSs granted after December 16, 2019, each award of TGE EPSs will be settled at the time provided in the applicable award agreement in an amount of cash per TGE EPS equal to the Fair Market Value (as defined in the applicable TGE LTIP) of a Class A share on the date of settlement.

As promptly as practicable after the Effective Time, TGE will cooperate with Buyer and use commercially reasonable best efforts to file post-effective amendments to Form S-8 registration statements filed by TGE prior to the Effective Time.

Distributions

TGE has agreed in the Merger Agreement to not pay any distributions with respect to its Class A shares and to not permit TE to pay any distributions on its TE Units during the pendency of the Transactions, in each case, without the prior written consent of Buyer. However, in the event the Merger Agreement is terminated, the TGE GP Board will promptly fix a record date and declare and pay a distribution to the holders of Class A shares in an amount equal to the amount of distributions that otherwise would have been paid during the pendency of the Transactions.

To the extent applicable, holders of Class A shares immediately prior to the Effective Time will have continued rights to receive any distributions, without interest, with respect to such Class A shares with a record date occurring prior to the Effective Time that has been declared by TGE GP prior to the Effective Time or made by TGE with respect to such Class A shares in accordance with the terms of the Merger Agreement and that remain unpaid as of the Effective Time.

From the date of execution of the Merger Agreement until the earlier of the Closing Date or termination of the Merger Agreement, TGE shall cause Tallgrass MLP GP, LLC to, in accordance with the Second Amended and Restated Agreement of Limited Partnership of TEP, dated as of July 26, 2018, as amended (the “TEP Partnership Agreement”), declare and pay distributions of all Available Cash (as such term is defined in the TEP Partnership Agreement) on a quarterly basis (any such amounts actually paid, the “TEP Interim Distributions”). TGE shall cause any TEP Interim Distributions to be further distributed, as necessary, to TE, and cause TE to deposit all such TEP Interim Distributions into a segregated bank account that solely holds TEP Interim Distributions, together with any interest earned thereon (the “TE Distribution Account”). TGE shall cause all TEP Interim Distributions and any interest earned thereon to be held in the TE Distribution Account and not used for any other purpose unless and until such amounts are distributed in accordance with the terms of the Merger Agreement.

Surrender of Class A Shares

Prior to the Effective Time, Buyer will appoint the Paying Agent for the purpose of exchanging Class A shares for the Merger Consideration. As promptly as practicable after the Effective Time, the surviving entity will send, or will instruct the Paying Agent to send, to each applicable holder of record of Class A shares other than The Depository Trust Company (“DTC”) as of the Effective Time whose Class A shares were converted into the right to receive the Merger Consideration a letter of transmittal including instructions explaining how to surrender Class A shares to the Paying Agent in exchange for the Merger Consideration.

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Buyer will (i) deposit, or will cause to be deposited, with the Paying Agent an amount of cash equal to the amount of the aggregate Merger Consideration payable pursuant to the Merger Agreement and (ii) instruct the Paying Agent to deliver the Merger Consideration pursuant to the terms of the Merger Agreement. All such cash deposited with the Paying Agent is referred to as the “exchange fund.” The exchange fund will be used only for the purposes contemplated by the Merger Agreement.

Holders of Class A shares who deliver a properly completed and signed letter of transmittal and any other documents required by the Paying Agent will be entitled to receive a check in an amount equal to the aggregate amount of cash that such holder has a right to receive under the Merger Agreement, provided that no person beneficially owning Class A shares through DTC will be required to deliver a letter of transmittal to receive the Merger Consideration that such holder is entitled to receive through DTC and will receive its Merger Consideration in accordance with the customary payment procedures of DTC and its participants following the Effective Time.

From and after the Effective Time, there will be no further registration on the books of TGE of transfers of Class A shares converted into the right to receive the Merger Consideration. If Class A shares are presented to TGE or the Paying Agent for transfer, they will be cancelled and exchanged for the Merger Consideration provided for and in accordance with the procedures set forth in the Merger Agreement.

Anti-Dilution Provisions

If between the date of execution of the Merger Agreement and the Effective Time, the number of outstanding Class A shares changes into a different number of shares or a different class or series by reason of the occurrence or record date of any share dividend, subdivision, reclassification, recapitalization, split, split-up, share distribution, combination, exchange of shares or similar transaction, the Merger Consideration and any other similar dependent item will be appropriately adjusted to reflect fully the effect of such transaction and to provide the holders of Class A shares the same economic effect as contemplated by the Merger Agreement prior to such transaction.

Withholding

Each of the Buyer Parties, the surviving entity and the Paying Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger Agreement such amounts, if any, as are required to be deducted and withheld with respect to the making of such payment under the Code and the Treasury Regulations (each as defined in “Certain Material U.S. Federal Income Tax Consequences”), or under any provision of state, local or foreign tax law. To the extent that amounts are withheld and timely paid over to the appropriate taxing authority, such amounts will be treated for all purposes of the Merger Agreement as having been paid to the person or entity in respect of whom such withholding was made.

Regulatory and Consent Matters

See “Special Factors—Regulatory Approvals Required for the Merger” for a description of the material regulatory requirements for the completion of the Merger.

The parties have agreed to, and to cause their respective Affiliates to (i) make or cause to be made any filings to the extent required or requested of such party or any of its subsidiaries under any applicable laws or by any governmental authority with competent jurisdiction with respect to the Merger Agreement and the Transactions as promptly as is reasonably practicable; (ii) reasonably cooperate with the other parties and furnish all information in such party’s possession that is necessary in connection with any other party’s filings; (iii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant governmental authority with respect to the Merger Agreement and Transactions as promptly as is reasonably practicable (including, with respect to the Buyer Parties, refraining

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from acquiring or seeking to acquire any entity or assets (other than pursuant to the Transactions) that would present a material risk of delaying or making it more difficult to secure such required approvals); (iv) promptly inform the other parties of (and, at any other party’s reasonable request, supply to such other party) any communication, correspondence, submission or memoranda from or to, and any proposed understanding or agreement with, any governmental authority in respect of any applicable filings; (v) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such party or any of its Affiliates under any laws for additional information, documents, submissions or other materials; (vi) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any governmental authority with respect to Merger Agreement, the other transaction documents and the Transactions; and (vii) use commercially reasonable efforts to contest and resist any proceeding instituted (or threatened in writing to be instituted) by any governmental authority challenging the Merger Agreement or the Transactions as violative of any law. All cooperation will be conducted in such a manner so as to preserve all applicable privileges.

Termination

The Merger Agreement may be terminated, and the Transactions may be abandoned at any time prior to the Effective Time:

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by the mutual written agreement of TGE and Buyer;

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by either of TGE or Buyer:

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if any law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any governmental authority enjoining, restraining, preventing or prohibiting the consummation of the Transactions or making the consummation of the Transactions illegal is in effect and final and nonappealable, except that a party may not terminate the Merger Agreement on this basis if the law, injunction, judgment or ruling in effect was primarily due to the failure of, in the case of TGE, either TGE GP or TGE, and in the case of Buyer, any Buyer Party, to perform in all material respects any of its obligations under the Merger Agreement;

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if the Closing has not been consummated on or before the Outside Date, except that a party may not terminate the Merger Agreement on this basis if the failure of the Closing to occur by the Outside Date was primarily due to the failure of, in the case of TGE, either TGE or TGE GP, and in the case of Buyer, any Buyer Party, to perform and comply in all material respects with the covenants and agreements to be performed or complied with by it prior to the Closing Date; or

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if the Shareholder Meeting has concluded and the TGE Shareholder Approval has not been obtained.

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by Buyer, if:

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a TGE Adverse Recommendation Change has occurred, unless the TGE Shareholder Approval has occurred;

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by TGE, if:

•

(i) (A) at least two business days have elapsed since the marketing period relating to the Buyer Parties’ debt financing of the Merger, as provided for in the Merger Agreement, ended, (B) all of the mutual conditions to Closing and Closing conditions relating to the representations, warranties, covenants and agreements of TGE have been and continue to be satisfied (other than those conditions that by their nature are to be satisfied at the Closing, but subject to such conditions being capable of satisfaction), and (C) Closing has not occurred by the time required by the Merger Agreement, (ii) TGE GP has confirmed by irrevocable written notice delivered to Buyer that (A) all Closing conditions relating to the representations, warranties, covenants or agreements of Buyer have been and remain satisfied (other than those conditions that by their nature are to be satisfied at the Closing, but subject to such conditions being capable of satisfaction) or that TGE has irrevocably waived any such unsatisfied Closing conditions and (B) each of TGE and TGE GP stands ready, willing and able to consummate the Transactions on the date of such notice and at all times during the five business day period immediately thereafter (such notice, a “Closing Failure Notice”), and (iii) Buyer fails to consummate the Transactions within such five business day period after the date of the delivery of a Closing Failure Notice.

Termination Fees

If the Merger Agreement is terminated by Buyer in connection with a TGE Adverse Recommendation Change or as a result of a breach by any of TGE or TGE GP of its representations, warranties, covenants or agreements under the Merger Agreement, TGE will promptly, but in no event later than ten business days after the date of such termination, cause TE to pay to Buyer a termination fee in an amount equal to $70 million. If the Merger Agreement is terminated by TGE due to a breach by any Buyer Party of its representations, warranties, covenants or agreements under the Merger Agreement or following a Closing Failure Notice, Buyer or its designee will promptly, but in no event later than ten business days after the date of such termination, pay or cause to be paid to TGE a termination fee in an amount equal to $105 million.

Limited Guaranty

In connection with the Merger Agreement, Blackstone Infrastructure Prairie Partners L.P., a Delaware limited partnership, BIP Aggregator (USRPHC) L.P., a Delaware limited partnership, BIP Aggregator Q L.P., a Delaware limited partnership, and Blackstone Infrastructure Partners—V L.P., a Delaware limited partnership, Jasmine Ventures Pte. Ltd., a Singapore private limited company, Enagás Holding USA, S.L.U., a Spanish limited liability company (sociedad de responsabilidad limitada), Enagas U.S.A. LLC, a Delaware limited liability company, L5 Investment Holdings LP, a Scottish limited partnership (each a “Guarantor” and, collectively, the “Guarantors”) entered into the Limited Guaranty in favor of TGE. Pursuant to the Limited Guaranty, each Guarantor has agreed to absolutely, irrevocably and unconditionally guarantee to TGE the due and punctual payment when due of the Guarantor’s percentage (“Maximum Guarantor Percentage”) of the termination fee payment obligations of Buyer and any accrued interest thereon under the terms of the Merger

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Agreement. The combined Maximum Guarantor Percentages of all of the Guarantors total 100%. The Limited Guaranty will terminate as of the earliest of:

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the consummation of the Closing;

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the termination of the Merger Agreement in accordance with its terms under circumstances in which the Buyer is not obligated to pay a termination fee;

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the six-month anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which the Buyer would be obligated to pay a termination fee if TGE has not presented a claim for payment under the Limited Guaranty by such six-month anniversary;

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if TGE has made a claim under the Limited Guaranty prior to the six-month anniversary of any termination of the Merger Agreement, then the earliest of (x) a final, non-appealable order resolving such claim determining that the Buyer does not have any liability to TGE that gives rise to an obligation under the Limited Guaranty, (y) payment of the amounts due and owing in respect of the obligation under the Limited Guaranty as determined in a final, non-appealable order resolving such claim and (z) a written agreement among the Guarantors and TGE terminating the obligations of the Guarantors pursuant to the Limited Guaranty; and

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the date that the obligations of the Guarantors under the Limited Guaranty have been paid in full.

Effect of Termination; Remedies

In the event of termination of the Merger Agreement in accordance with the provisions described in “—Termination,” the Merger Agreement (other than the provisions described in “—Termination Fees” and certain other specific sections of the Merger Agreement) will become null and void and of no further force and effect, and the parties shall be relieved of their duties and obligations arising under Merger Agreement (other than the provisions described in “—Termination Fees” and certain other specific sections of the Merger Agreement) and the parties will have no further liability under the Merger Agreement, except that the parties will continue to be liable under certain indemnification, distribution, termination and specific performance provisions for fraud or willful breach of the Merger Agreement.

Without limiting the rights of the parties pursuant to the provisions of the Merger Agreement described in “—Specific Performance; Remedies” below, the enforcement of the Merger Agreement in accordance with the provisions of the Merger Agreement described in “—Specific Performance; Remedies” and termination of the Merger Agreement in accordance with its terms and any receipt of any termination fees in connection therewith pursuant to the provisions of the Merger Agreement described in this section are the sole and exclusive remedies of the parties for any losses or liabilities suffered or incurred by any party with respect to the Merger Agreement and the Transactions as a result of the failure of the Closing to occur or the Transactions to be consummated for any or no reason or, in the event of a failure of the Closing to occur or the Transactions to be consummated for any reason or for no reason, for any breach of the Merger Agreement by any party. Under no circumstance will any person or entity be permitted or entitled both to obtain specific performance and to receive any portion of any termination fee.

Conduct of Business Pending the Merger

From the date of execution of the Merger Agreement until the Effective Time, TGE GP will, and will cause TGE and its subsidiaries to, operate in the ordinary course of business consistent with past practice except as prohibited by applicable law or otherwise contemplated by the Merger Agreement or other transaction documents. Except (1) as provided in the Merger Agreement or other transaction documents, (2) as set forth on the disclosure schedules delivered by TGE, (3) as required by applicable law, (4) as consented to in writing by Buyer (which consent may not be unreasonably withheld, delayed or conditioned) or (5) upon the request of Buyer Parties pursuant to the provisions of the Merger Agreement setting forth the Buyer Parties’ obligations

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with respect to obtaining debt financing in connection with the Transactions, prior to the Closing Date, TGE GP will not, and will cause the other TGE Entities not to:

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amend the organizational documents of TGE GP, TGE or TE;

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amend the organizational documents of any subsidiaries of TGE, in each case, if such amendment is adverse to the Buyer Parties or would reasonably be expected to materially impair or impede the ability of the parties to perform their respective obligations or to consummate the Transactions under the Merger Agreement;

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declare or pay any distribution payable in cash, stock or property, other than distributions by subsidiaries of TEP to TEP to or other wholly-owned subsidiaries of TEP;

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make or enter into any transaction or series of related transactions for the acquisition or disposition of assets or property or the expansion of, or other capital projects relating to, existing assets or properties that involves a total purchase price or cost exceeding $50,000,000 individually or in the aggregate, other than any expansion projects, capital projects and other authorizations for expenditure, in each case, approved prior to the date of execution of the Merger Agreement;

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split, combine, divide, subdivide, reverse split, reclassify, recapitalize or effect any other similar transaction with respect to any of such entity’s capital stock or other equity interests;

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enter into or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, conversion, restructuring, recapitalization or other reorganization, in each case, that would reasonably be expected to materially impair or impede the ability of the parties to perform their respective obligations or to consummate the Transactions under the Merger Agreement;

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issue, deliver, grant, pledge, transfer, dispose of, encumber or sell any equity securities in the TGE Entities, provided that such restriction will not be deemed to (i) limit the ability of any TGE Entity to make equity grants pursuant to its or its Affiliates’ employee benefit plans as permitted pursuant to the Merger Agreement; or (ii) restrict the vesting or payment, or the acceleration of the vesting or payment, of any awards consisting of Class A shares or other equity awards in accordance with the terms of any existing equity-based, bonus, incentive, performance or other compensation plan or arrangement or employee benefit plan (including in connection with any equity award holder’s termination of service);

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repurchase, redeem or otherwise acquire any securities of any TGE Entity;

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grant any awards consisting of shares of Class A shares or other equity securities in any TGE Entity under any equity incentive plan other than (i) in the ordinary course of business consistent with past practice, (ii) as retention incentives, or (iii) the payment of bonuses in the form of equity-based awards;

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waive, release, assign, settle or compromise any claim, action, arbitration, mediation, audit, hearing, investigation, proceeding, litigation or suit to which a TGE Entity is party seeking damages or an injunction or other equitable relief, which waiver, release, assignment, settlement or compromise would reasonably be expected to result in a material adverse effect with respect to the TGE Entities, taken as a whole (please read “—Representations and Warranties” for a summary of the definition of material adverse effect in the Merger Agreement);

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create, assume, incur, modify, guarantee or otherwise become liable for, either directly or indirectly, any indebtedness (or increase the maximum amount that may be borrowed under the TEP Credit Agreement) except for indebtedness that does not exceed $25,000,000 individually or in the aggregate and does not violate the terms of any other then-existing indebtedness of any TGE Entity; provided that borrowings under the TEP Credit Agreement for working capital needs of the TGE Entities set forth on the disclosure schedules delivered by TGE, activities, transactions or projects not prohibited under the Merger Agreement and expenditures authorized in the annual budget will not count toward such dollar limitation; and provided further that TGE GP will not create, assume, incur or modify, either directly or indirectly, any indebtedness; or

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•

(i) agree, in writing or otherwise, to take any of the foregoing actions, or (ii) take any action or agree, in writing or otherwise, to take any action that would reasonably be expected to materially impair or impede the ability of the parties to perform their respective obligations or to consummate the Transactions under the Merger Agreement.

Standstill

The Buyer Parties have agreed that, prior to the Effective Time or the termination of the Merger Agreement in accordance with its terms, they will not, without prior consent of the Conflicts Committee:

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acquire, agree to acquire or make any proposal or offer to acquire any additional securities or property of or interests in any TGE Entity except as contemplated by the Merger Agreement or other transaction documents, or in connection with any management rollover or similar transactions;

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enter into, or make any proposal or offer to any third party with respect to any merger, consolidation, business combination, reorganization or similar transaction involving TGE or any of its subsidiaries, to the extent any such transaction would occur prior to Closing, except as contemplated by the Merger Agreement or other transaction documents;

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amend or propose to amend (x) the Partnership Agreement or other organizational documents of TGE or (y) the organizational documents of any other TGE Entity, in each case to the extent such amendments would occur prior to Closing;

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make, or in any way participate in, any “solicitation” of “proxies” (as such terms are used in Regulation 14A promulgated under the Exchange Act) or vote or consent, or enter into or seek to enter into any agreement, arrangement or understanding with, or seek to advise or influence, another person with respect to the voting of, or granting of a consent with respect to, any securities of or interests in any TGE Entity, other than, in each case, in connection with the Transactions, or to the extent any such action would not reasonably be expected to materially impede, hinder or delay the Transactions;

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cause TGE or TGE GP or any other TGE Entity to issue any additional securities or interests, other than the issuance of securities issued on account of awards (x) outstanding under any employee benefit plan of the TGE Entities existing as of the date of execution of the Merger Agreement or (y) granted under any employee benefit plan of the TGE Entities after the date of execution of the Merger Agreement in accordance with the terms of the Merger Agreement;

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disclose any intention, plan or arrangement inconsistent with the foregoing; or

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propose, agree to, promote, solicit or publicly announce its willingness to undertake or support any of the foregoing, or advise, assist or encourage any other person in connection with any of the foregoing.

Indemnification and Insurance

From and after the Closing, the Buyer Parties and the surviving entity have agreed to indemnify and hold harmless the TGE Indemnified Parties from and against liabilities arising in connection with claims relating to or arising out of the Merger Agreement, the other transaction documents or the Transactions, in which any such TGE Indemnified Party may be involved by reason of its status as a TGE Indemnified Party and its actions or omissions to act on behalf of or for the benefit of TGE in its capacity as a TGE Indemnified Party. The Buyer Parties and the surviving entity have also agreed to advance to any such TGE Indemnified Party expenses (including legal fees and expenses) incurred by such TGE Indemnified Party in connection therewith. The rights to indemnification and advancement of expenses described in this paragraph are limited to the extent provided in, and in accordance with, the organizational documents of the TGE Entities as of the date of execution of the Merger Agreement.

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honor and maintain in effect all rights to indemnification, exculpation and advancement of expenses, elimination of liability and exculpation from liabilities existing in favor of the TGE Indemnified Parties as provided in the organizational documents of any TGE Entity as in effect on the date of execution of the Merger Agreement or pursuant to any other agreements set forth in the disclosure schedules delivered by TGE;

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refrain, and to refrain from causing or permitting any TGE Entity to, amend, restate, waive or terminate any organizational documents of any TGE Entity in any manner that would adversely affect the indemnification or exculpation rights of any TGE Indemnified Parties; and

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maintain fiduciary liability coverage for acts, events, occurrences or omissions occurring or arising at or prior to the Closing Date that is no less advantageous to the TGE Indemnified Parties than existing officers’ and directors’ liability insurance policies as of the date of execution of the Merger Agreement, except that Buyer Parties and the TGE Entities will not be required to pay an annual premium in excess of 300% of the current annual premium, but will purchase as much of such coverage as possible for such applicable amount.

In the event that any Buyer Party or any TGE Entity consolidates with or merges into any other entity and is not be the continuing or surviving entity of such consolidation or merger or transfers all or substantially all of its properties and assets to any person or entity (whether by consolidation, merger or otherwise), then, and in each such case, proper provision will be made so that such continuing or surviving entity or transferee of such assets, as the case may be, will assume the obligations described in this section.

Conflicts Committee

TGE has agreed that, prior to the Effective Time or the termination of the Merger Agreement in accordance with its terms, neither the TGE GP Board nor any Buyer Party will, without the consent of the Conflicts Committee, eliminate the Conflicts Committee, or revoke or diminish the authority of the Conflicts Committee, or remove or cause the removal of any member of the TGE GP Board that is a member of the Conflicts Committee either as a member of such board or such committee, without the affirmative vote of the members of the TGE GP Board, including the affirmative vote of each of the other members of the Conflicts Committee. For the avoidance of doubt, these restrictions will not apply to the filling of any vacancies caused by the death, incapacity or resignation of any director in accordance with the provisions of the TGE GP LLC Agreement.

Amendments and Supplements

Prior to the Effective Time, any provision of the Merger Agreement may be amended or supplemented in any and all respects at any time, whether before or after TGE Shareholder Approval is obtained, by an agreement in writing between the parties, which must be authorized on behalf of the Buyer Parties by Holdings Manager and on behalf of TGE and TGE GP by the Conflicts Committee. Notwithstanding the foregoing, following the receipt of TGE Shareholder Approval, no amendment of the Merger Agreement may be made that requires the approval of the TGE Shareholders without obtaining such approval.

Waiver

Prior to the Effective Time, any party may, subject to applicable law, waive any inaccuracies in the representations and warranties of any other party, extend the time for performance of any of the obligations or acts of any other party, waive compliance by any other party with any agreements or, except as otherwise provided in the Merger Agreement, conditions of such party, or make or grant any consent under the Merger Agreement, which must be authorized on behalf of TGE and TGE GP by the Conflicts Committee.

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Action by TGE

Any determination, decision, action, approval, consent, waiver or agreement of TGE or TGE GP that is required or may be given pursuant to the Merger Agreement (including any determination to exercise termination rights under the Merger Agreement or enforce specifically the terms of the Merger Agreement) or any other transaction document must be authorized by the Conflicts Committee and, unless otherwise required by the Partnership Agreement or applicable law, such action shall not require approval of the holders of Class A shares.

Specific Performance; Remedies

The Merger Agreement provides that the parties are entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to specifically enforce the provisions of the Merger Agreement.

Governing Law

The Merger Agreement is governed by and interpreted under Delaware law.

Representations and Warranties

The Merger Agreement contains representations and warranties of the parties to the Merger Agreement. These representations and warranties, as applicable, concern, among other things:

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legal organization, existence, general authority and good standing;

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power and authorization to enter into and carry out the obligations of the Merger Agreement, and enforceability of the Merger Agreement;

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the absence of defaults, breaches and other conflicts caused by entering into the Merger Agreement and completing the Merger;

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required board and committee consents and approvals;

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the absence of required governmental consents and approvals, other than those noted therein;

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capitalization;

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the due authorization and issuance, when issued, of the Class A shares, Class B shares and TE Units;

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the absence of any party’s ownership of any equity interests other than in its subsidiaries;

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good and valid title to material assets;

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the absence of pending claims, lawsuits, arbitration, investigations or similar actions or violations of applicable laws;

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the absence of undisclosed Affiliate transactions;

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the accuracy of financial statements and reports filed with the SEC;

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the absence of undisclosed liabilities;

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compliance with applicable laws;

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the non-applicability of the Investment Company Act of 1940 to any party;

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the absence of any material adverse effects with respect to a party and its subsidiaries;

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certain tax matters;

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solvency of TGE and its subsidiaries following the Closing;

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•

the availability of funds to pay the Merger Consideration and to satisfy the Buyer Parties’ other obligations under the Merger Agreement;

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the absence of brokers other than those noted therein; and

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the fairness opinion delivered to the Conflicts Committee.

Many of the representations and warranties in the Merger Agreement provide that such representation and warranty does not extend to matters where the failure of the representation and warranty to be accurate would not result in a material adverse effect on the party making the representation and warranty. For purposes of the Merger Agreement, “material adverse effect,” when used with respect to a Buyer Party means any event, change, fact, development, circumstance, condition or occurrence that would materially impair or impede the ability of the Buyer Parties or their Affiliates to perform their respective obligations under the Merger Agreement or to consummate the Transactions, including the Merger. For purposes of the Merger Agreement, “material adverse effect,” when used with respect to a TGE Entity means any event, change, fact, development, circumstance, condition or occurrence that is materially adverse to, or has had a material adverse effect on or change in, on or to the business, condition (financial or otherwise) or operations of the TGE Entities, taken as a whole.

The following (either alone or in combination) will not be taken into account for purposes of determining whether or not a material adverse effect has occurred when such term is used with respect to a TGE Entity:

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changes in general local, domestic, foreign or international economic conditions, except to the extent disproportionately affecting the TGE Entities as compared with other entities operating in the same industry in the United States, and then only such disproportionate impact will be taken into account;

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changes affecting generally the industries or markets in which such entity operates (including changes in commodity prices or interest rates), except to the extent disproportionately affecting the TGE Entities as compared with other entities operating in the same industry in the United States, and then only such disproportionate impact will be taken into account;

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acts of war, sabotage or terrorism, military actions or the escalation thereof, weather conditions or other force majeure events or acts of God, including any material worsening of any of the foregoing conditions threatened or existing as of the date of execution of the Merger Agreement, except to the extent disproportionately affecting the TGE Entities as compared with other entities operating in the same industry in the United States, and then only such disproportionate impact will be taken into account;

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the announcement (in accordance with the terms of the Merger Agreement) or performance of the Merger Agreement, the other transaction documents and the Transactions, including any disruption of customer or supplier relationships, loss of any employees or independent contractors or actions taken by or not taken specifically consented to by the sole member of TGE GP (Blackstone GP Acquiror) or Buyer;

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any changes in the applicable laws or accounting rules or principles, including changes required by GAAP or interpretations thereof, except to the extent disproportionately affecting the TGE Entities as compared with other entities operating in the same industry in the United States, and then only such disproportionate impact will be taken into account;

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any failure of any TGE Entity to meet any internal or published projections, estimates or expectations of such TGE Entity’s revenue, earnings or other financial performance or results of operations for any period, or any failure by any TGE Entity to meet its internal budgets, plans or forecasts of its revenue, earnings or other financial performance or results of operation, provided that, in each case, the facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the determination of whether or not a material adverse effect has occurred may be taken into account; and

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any changes in the market price or trading volume of the equity securities of any TGE Entity (and the associated costs of capital) or the credit rating of any TGE Entity or the indebtedness of any TGE

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Entity, provided that in each case the facts or occurrences giving rise or contributing to such change that are not otherwise excluded from the determination of whether or not a material adverse effect has occurred may be taken into account.

Additional Agreements

The Merger Agreement also contains covenants relating to cooperation in the preparation of this proxy statement and the Schedule 13E-3 transaction statement and additional agreements relating to, among other things, access to information, confidentiality, applicability of takeover statutes, public announcements, litigation and the cooperation of the parties with respect to the debt financing to be obtained by the Buyer Parties in connection with the Transactions.

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THE SUPPORT AGREEMENT

The following summary describes the material provisions of the Support Agreement. The following summary is qualified in its entirety by reference to the Support Agreement, a copy of which is attached to this proxy statement as Annex B and is incorporated into this proxy statement by reference. You should read carefully the Support Agreement in its entirety because the following summary does not purport to be complete and may not contain all of the information about the Support Agreement that is important to you.

On December 16, 2019, simultaneously with the execution of the Merger Agreement, TGE entered into the Support Agreement with the Sponsors. Pursuant to the Support Agreement, the Sponsors agreed to, among other things, and while the Support Agreement remains in effect, vote the 23,652,463 Class A shares and 100,655,121 Class B shares (representing approximately 44.1% of the total voting power of TGE’s outstanding voting securities as of March 12, 2020) held of record and beneficially by the Sponsors (i) in favor of the approval of the Merger, the adoption of the Merger Agreement and any other matter necessary or desirable for the consummation of the Transactions, including the Merger, and (ii) against any Alternative Proposal (as defined below) and any other action that could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the Merger Agreement or the Transactions, including the Merger, or the matters contemplated by the Support Agreement, in each case, at any meeting of the TGE Shareholders.

“Alternative Proposal” means any inquiry, proposal or offer from any person or “group” (as defined in Section 13(d) of the Exchange Act), other than the Buyer Parties, relating to any (a) direct or indirect acquisition of assets of the TGE Entities (including securities of subsidiaries of TGE) equal to 25% or more of TGE’s consolidated assets or to which 25% or more of TGE’s revenues or earnings on a consolidated basis are attributable, (b) direct or indirect acquisition of beneficial ownership (within the meaning of Section 13 of the Exchange Act) of 25% or more of any outstanding class of equity securities of TGE, (c) tender offer or exchange offer that if consummated would result in any person or group beneficially owning 25% or more of any outstanding class of equity securities of TGE or (d) merger, consolidation, unit exchange, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving TGE which is structured to permit any person or group to acquire beneficial ownership of at least 25% of TGE’s consolidated assets or outstanding equity interests, in each case, other than the Transactions.

While the Support Agreement remains in effect and except with the prior written consent of the Conflicts Committee, the Sponsors have agreed not to, (i) transfer, or enter into any contract, option, agreement or other arrangement or understanding with respect to the transfer of, any of the Sponsor Shares or any other TGE Shares held, directly or indirectly, by any Sponsor (collectively, “Covered Shares”) or beneficial ownership or voting power thereof or therein, (ii) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares, or (iii) knowingly take any action that would make a representation or warranty of the Sponsors contained in the Support Agreement untrue or incorrect or have the effect of preventing or disabling such Sponsor from performing its obligations under the Support Agreement.

Additionally, while the Support Agreement remains in effect and except with the prior written consent of the Conflicts Committee, the Sponsors have agreed not to, and to direct their respective representatives not to, directly or indirectly, (i) initiate, solicit, knowingly encourage or facilitate any inquiries, proposals or offers with respect to, or the making or completion of, an Alternative Proposal, (ii) engage or participate in any negotiations concerning, or provide or cause to be provided any non-public information or data relating to TGE or any of its subsidiaries in connection with, or have any discussions with any person relating to, an actual or proposed Alternative Proposal, or otherwise knowingly encourage or facilitate any effort to make or implement an Alternative Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Alternative Proposal, (iv) approve, endorse or recommend, or propose to approve, endorse or recommend, or execute or enter into, any letter of intent or agreement relating to any Alternative Proposal, (v) amend, terminate, waive or fail to enforce, or grant any consent under, any confidentiality, standstill or

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similar agreement, or (vi) resolve to propose or agree to do any of the foregoing. The Sponsors have agreed to promptly (and in any event within 48 hours) advise TGE and TGE GP orally and in writing of (i) any Alternative Proposal or indication or inquiry with respect to or that would reasonably be expected to lead to any Alternative Proposal, (ii) any request for non-public information relating to TGE or its subsidiaries, other than requests for information in the ordinary course of business and consistent with past practice that is not reasonably expected to be related to an Alternative Proposal, and (iii) any inquiry or request for discussion or negotiation concerning any Alternative Proposal.

While the Support Agreement remains in effect, if any Sponsor becomes the record holder or beneficial owner of, or acquires the power to vote or direct the voting of, any additional Class A shares or Class B shares or other voting interests with respect to TGE, such Sponsor will promptly notify TGE of such shares or voting interests and such shares or voting interests will, without any further action of the parties, be deemed to be subject to the provisions of the Support Agreement.

The Support Agreement terminates upon the earliest to occur of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms and (iii) the mutual written agreement of the parties to the Support Agreement to terminate the Support Agreement.

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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a discussion of certain material U.S. federal income tax consequences of the Merger to TGE Shareholders that hold their Class A shares as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”), which generally refers to property held for investment. This discussion is based upon current provisions of the Code, existing and proposed Treasury regulations (the “Treasury Regulations”) promulgated under the Code and judicial authority and administrative interpretations, all as of the date of this document, and all of which are subject to change, possibly with retroactive effect, or are subject to differing interpretations. Changes in these authorities may cause the tax consequences to vary substantially from the consequences described below. No ruling has been or is expected to be sought from the Internal Revenue Service (the “IRS”) with respect to any of the tax consequences discussed below. As a result, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below.

This discussion does not address any tax consequences arising under the Medicare contribution tax on certain investment income, Sections 1471 through 1474 of the Code (and the Treasury Regulations and administrative guidance issued thereunder), the alternative minimum tax, or the laws of any state, local or foreign jurisdiction, or under any tax treaty or U.S. federal laws other than those pertaining to income taxes. Furthermore, this discussion does not address all aspects of U.S. federal income taxation that may be applicable to TGE Shareholders in light of their particular circumstances or to TGE Shareholders that may be subject to special rules under U.S. federal income tax laws, including, without limitation:

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banks, insurance companies or other financial institutions;

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tax-exempt or governmental organizations;

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partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) and other pass-through entities and holders of interests therein;

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S corporations (or investors in S corporations);

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regulated investment companies or mutual funds;

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real estate investment trusts;

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“controlled foreign corporations” or “passive foreign investment companies”;

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dealers or brokers in stocks and securities, or currencies;

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traders in securities that elect mark-to-market treatment;

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TGE Shareholders that received Class A shares through the exercise of employee options, pursuant to a retirement plan or otherwise as compensation;

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persons holding Class A shares through individual retirement accounts or other tax-deferred accounts;

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holders of options, or holders of restricted units or bonus units, granted under any TGE benefit plan;

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persons whose functional currency is not the U.S. dollar;

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TGE Shareholders that hold Class A shares as part of a hedge, straddle, appreciated financial position, conversion or other “synthetic security” or integrated investment or risk reduction transaction;

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former U.S. citizens or long-term residents of the United States;

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persons that actually or constructively hold in excess of 5% of the Class A shares; or

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any person that continues to own, directly or indirectly, an equity interest in TGE following the Merger.

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If a partnership, or any entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds Class A shares, the U.S. federal income tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership and upon certain determinations made at the partner level. A partner in a partnership holding Class A shares should consult its own tax advisor about the U.S. federal income tax consequences of the Merger.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY AND IS NOT A COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER. EACH HOLDER OF CLASS A SHARES IS STRONGLY URGED TO CONSULT WITH AND RELY UPON ITS OWN TAX ADVISOR AS TO THE SPECIFIC U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES AND THE CONSEQUENCES UNDER ANY TAX TREATY TO SUCH HOLDER OF THE MERGER, TAKING INTO ACCOUNT ITS OWN PARTICULAR CIRCUMSTANCES.

Tax Treatment of the Merger to U.S. Holders

The discussion in this section is addressed to holders of the Class A shares who are U.S. holders for U.S. federal income tax purposes. For these purposes, a “U.S. holder” is a beneficial owner of Class A shares that is for U.S. federal income tax purposes:

•

an individual who is a U.S. citizen or U.S. resident alien;

•

a corporation (or any other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate whose income is subject to U.S. federal income tax regardless of its source; or

•

a trust (i) the administration of which is subject to the primary supervision of a U.S. court and that has one or more United States persons that have the authority to control all substantial decisions of the trust or (ii) that has made a valid election under applicable Treasury Regulations to be treated as a United States person.

The receipt of cash by a U.S. holder in exchange for Class A shares pursuant to the Merger Agreement will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder will recognize gain or loss in an amount equal to the difference between the amount of cash received and the U.S. holder’s adjusted tax basis in the Class A shares exchanged therefor. If a U.S. holder acquired different blocks of Class A shares at different times or different prices, such U.S. holder must determine its adjusted tax basis, holding period and gain or loss separately with respect to each block of Class A shares.

Any such gain or loss will generally be taxable as capital gain or loss. Capital gain or loss recognized by a U.S. holder will generally be long-term capital gain or loss if the U.S. holder has held its Class A shares for more than one year as of the Closing Date. If the U.S. holder is an individual, such long-term capital gain will generally be eligible for reduced rates of taxation. Capital losses recognized by a U.S. holder may offset capital gains and, in the case of individuals, no more than $3,000 of ordinary income. Capital losses recognized by U.S. holders that are corporations may be used to offset only capital gains.

Each U.S. holder is strongly urged to consult its own tax advisor with respect to the U.S. holder’s specific tax consequences of the Merger, taking into account its own particular circumstances.

Tax Treatment of the Merger to Non-U.S. Holders

The discussion in this section is addressed to holders of the Class A shares who are non-U.S. holders for U.S. federal income tax purposes. For these purposes, a “non-U.S. holder” is a beneficial owner of Class A shares that is neither a partnership nor a U.S. holder as defined above.