Tallgrass Energy, LP
|
||
(Name of Issuer)
|
||
Class A Shares Representing Limited Partner Interests
|
||
(Title of Class of Securities)
|
||
874696107
|
||
(CUSIP Number)
|
Celine Loh |
Toh Tze Meng |
GIC Private Limited |
GIC Private Limited |
168, Robinson Road |
168, Robinson Road |
#37-01, Capital Tower |
#37-01, Capital Tower |
Singapore 068912 |
Singapore 068912 |
+65 6889 8888 |
+65 6889 8888 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
|
||
May 9, 2019
|
||
(Date of Event Which Requires Filing of this Statement)
|
|
SCHEDULE 13D |
|
CUSIP No.: 874696107 |
|
Page 2 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
GIC PRIVATE LIMITED |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Singapore |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
124,307,584 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
124,307,584 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
124,307,584 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.42% (1) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
(1)
|
Calculations of the percentage of Class A Shares beneficially owned are calculated in accordance with Rule 13d-3 and assumes
that there are 279,852,537 Class A Shares outstanding, which takes into account the number of TE Units that may be deemed to be beneficially owned by the Reporting Persons, which are exchangeable together with Class B Shares for a
corresponding number of Class A Shares, pursuant to the TGE LP Agreement (defined in Item 6 below).
|
|
SCHEDULE 13D |
|
CUSIP No.: 874696107 |
|
Page 3 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
GIC SPECIAL INVESTMENTS PTE. LTD. |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Singapore |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
124,307,584 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
124,307,584 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
124,307,584 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.42% (1) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
(1)
|
Calculations of the percentage of Class A Shares beneficially owned are calculated in accordance with Rule 13d-3 and assumes that there are 279,852,537 Class A Shares outstanding, which takes into account the number of TE Units
that may be deemed to be beneficially owned by the Reporting Persons, which are exchangeable together with Class B Shares for a corresponding number of Class A Shares, pursuant to the TGE LP Agreement (defined in Item 6 below).
|
|
SCHEDULE 13D |
|
CUSIP No.: 874696107 |
|
Page 4 of 7 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
JASMINE VENTURES PTE. LTD. |
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Singapore |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
124,307,584 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
124,307,584 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
124,307,584 |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.42% (1) |
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
(1)
|
Calculations of the percentage of Class A Shares beneficially owned are calculated in accordance with Rule 13d-3 and assumes that there are 279,852,537 Class A Shares outstanding, which takes into account the number of TE Units
that may be deemed to be beneficially owned by the Reporting Persons, which are exchangeable together with Class B Shares for a corresponding number of Class A Shares, pursuant to the TGE LP Agreement (defined in Item 6 below).
|
|
SCHEDULE 13D |
|
CUSIP No.: 874696107 |
|
Page 5 of 7 Pages
|
Item 1. |
Security and Issuer.
|
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 5. |
Interest in Securities of the Issuer.
|
|
SCHEDULE 13D |
|
CUSIP No.: 874696107 |
|
Page 6 of 7 Pages
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
GIC PRIVATE LIMITED |
|||
|
By:
|
/s/ Celine Loh |
|
Name: |
Celine Loh |
||
Title: |
Senior Vice President |
||
By: |
/s/ Toh Tze Meng |
||
Name: |
Toh Tze Meng |
||
Title: |
Senior Vice President |
GIC SPECIAL INVESTMENTS PTE. LTD. |
|||
|
By:
|
/s/ Chan Hoe Yin |
|
Name: |
Chan Hoe Yin |
||
Title: |
Director |
JASMINE VENTURES PTE. LTD. |
|||
|
By:
|
/s/ Ankur Meattle |
|
Name: |
Ankur Meattle |
||
Title: |
Director |
Date
|
|
Class A Shares Purchased
|
|
|
Weighted Average
Price per Class A Share
|
|
|
Purchaser
|
||
3/14/2019
|
|
|
44,545
|
|
|
$
|
23.95
|
|
(1)
|
Prairie Secondary Acquiror LP
|
3/14/2019
|
64,955
|
$
|
23.95
|
(1)
|
Prairie Secondary Acquiror E LP
|
|||||
3/15/2019
|
|
|
40,680
|
|
|
$
|
24.14
|
|
(2)
|
Prairie Secondary Acquiror LP
|
3/15/2019
|
59,320
|
$
|
24.14
|
(2)
|
Prairie Secondary Acquiror E LP
|
|||||
3/18/2019
|
|
|
30,510
|
|
|
$
|
24.16
|
|
(3)
|
Prairie Secondary Acquiror LP
|
3/18/2019
|
44,490
|
$
|
24.16
|
(3)
|
Prairie Secondary Acquiror E LP
|
|||||
3/19/2019
|
|
|
644
|
|
|
$
|
24.49
|
|
(4)
|
Prairie Secondary Acquiror LP
|
3/19/2019
|
939
|
$
|
24.49
|
(4)
|
Prairie Secondary Acquiror E LP
|
|||||
3/25/2019
|
|
|
285
|
|
|
$
|
24.50
|
|
(5)
|
Prairie Secondary Acquiror LP
|
3/25/2019
|
415
|
$
|
24.50
|
(5)
|
Prairie Secondary Acquiror E LP
|
|||||
3/27/2019
|
|
|
125,698
|
|
|
$
|
23.76
|
|
(6)
|
Prairie Secondary Acquiror LP
|
3/27/2019
|
183,294
|
$
|
23.76
|
(6)
|
Prairie Secondary Acquiror E LP
|
|||||
4/09/2019
|
|
|
18,835
|
|
|
$
|
24.48
|
|
(7)
|
Prairie Secondary Acquiror LP
|
4/09/2019
|
|
|
27,466
|
|
|
$
|
24.48
|
|
(7)
|
Prairie Secondary Acquiror E LP
|
4/10/2019
|
|
|
2,608
|
|
|
$
|
24.49
|
|
(8)
|
Prairie Secondary Acquiror LP
|
4/10/2019
|
3,802
|
$
|
24.49
|
(8)
|
Prairie Secondary Acquiror E LP
|
|||||
4/11/2019
|
|
|
10,912
|
|
|
$
|
24.50
|
|
(9)
|
Prairie Secondary Acquiror LP
|
4/11/2019
|
|
|
15,911
|
|
|
$
|
24.50
|
|
(9)
|
Prairie Secondary Acquiror E LP
|
4/17/2019
|
|
|
1,106
|
|
|
$
|
24.49
|
|
(10)
|
Prairie Secondary Acquiror LP
|
4/17/2019
|
|
|
1,614
|
|
|
$
|
24.49
|
|
(10)
|
Prairie Secondary Acquiror E LP
|
4/18/2019
|
|
|
51,908
|
|
|
$
|
24.40
|
|
(11)
|
Prairie Secondary Acquiror LP
|
4/18/2019
|
|
|
75,692
|
|
|
$
|
24.40
|
|
(11)
|
Prairie Secondary Acquiror E LP
|
4/22/2019
|
|
|
163
|
|
|
$
|
24.49
|
|
(12)
|
Prairie Secondary Acquiror LP
|
4/22/2019
|
|
|
237
|
|
|
$
|
24.49
|
|
(12)
|
Prairie Secondary Acquiror E LP
|
4/23/2019
|
|
|
5,314
|
|
|
$
|
24.49
|
|
(13)
|
Prairie Secondary Acquiror LP
|
4/23/2019
|
|
|
7,750
|
|
|
$
|
24.49
|
|
(13)
|
Prairie Secondary Acquiror E LP
|
4/24/2019
|
|
|
12,568
|
|
|
$
|
24.49
|
|
(14)
|
Prairie Secondary Acquiror LP
|
4/24/2019
|
|
|
18,326
|
|
|
$
|
24.49
|
|
(14)
|
Prairie Secondary Acquiror E LP
|
4/25/2019
|
|
|
28,923
|
|
|
$
|
24.45
|
|
(15)
|
Prairie Secondary Acquiror LP
|
4/25/2019
|
|
|
42,177
|
|
|
$
|
24.45
|
|
(15)
|
Prairie Secondary Acquiror E LP
|
4/26/2019
|
|
|
61,061
|
|
|
$
|
24.47
|
|
(16)
|
Prairie Secondary Acquiror LP
|
4/26/2019
|
|
|
89,039
|
|
|
$
|
24.47
|
|
(16)
|
Prairie Secondary Acquiror E LP
|
4/29/2019
|
|
|
45,155
|
|
|
$
|
24.20
|
|
(17)
|
Prairie Secondary Acquiror LP
|
4/29/2019
|
|
|
65,845
|
|
|
$
|
24.20
|
|
(17)
|
Prairie Secondary Acquiror E LP
|
4/30/2019
|
|
|
44,748
|
|
|
$
|
24.15
|
|
(18)
|
Prairie Secondary Acquiror LP
|
4/30/2019
|
|
|
65,252
|
|
|
$
|
24.15
|
|
(18)
|
Prairie Secondary Acquiror E LP
|
5/01/2019
|
|
|
48,962
|
|
|
$
|
23.92
|
|
(19)
|
Prairie Secondary Acquiror LP
|
5/01/2019
|
|
|
71,396
|
|
|
$
|
23.92
|
|
(19)
|
Prairie Secondary Acquiror E LP
|
5/02/2019
|
|
|
58,986
|
|
|
$
|
23.77
|
|
(20)
|
Prairie Secondary Acquiror LP
|
5/02/2019
|
|
|
86,014
|
|
|
$
|
23.77
|
|
(20)
|
Prairie Secondary Acquiror E LP
|
5/03/2019
|
|
|
34,741
|
|
|
$
|
23.96
|
|
(21)
|
Prairie Secondary Acquiror LP
|
5/03/2019
|
|
|
50,659
|
|
|
$
|
23.96
|
|
(21)
|
Prairie Secondary Acquiror E LP
|
5/06/2019
|
|
|
26,849
|
|
|
$
|
24.15
|
|
(22)
|
Prairie Secondary Acquiror LP
|
5/06/2019
|
|
|
39,151
|
|
|
$
|
24.15
|
|
(22)
|
Prairie Secondary Acquiror E LP
|
5/07/2019
|
|
|
29,493
|
|
|
$
|
24.27
|
|
(23)
|
Prairie Secondary Acquiror LP
|
5/07/2019
|
|
|
43,007
|
|
|
$
|
24.27
|
|
(23)
|
Prairie Secondary Acquiror E LP
|
5/08/2019
|
|
|
48,816
|
|
|
$
|
24.22
|
|
(24)
|
Prairie Secondary Acquiror LP
|
5/08/2019
|
|
|
71,184
|
|
|
$
|
24.22
|
|
(24)
|
Prairie Secondary Acquiror E LP
|
(1) |
The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $23.79 to
$24.085, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number
of shares purchased at each separate price set forth in the footnotes to this Schedule 1.
|
(2) |
The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $23.89 to
$24.44, inclusive.
|
(3) |
The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $23.96 to
$24.29, inclusive.
|
(4) |
The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $24.39 to
$24.50, inclusive.
|
(5) |
The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $24.49 to
$24.50, inclusive.
|
(6) |
The Class A Shares acquired by the Prairie Secondary Acquirors on March 27, 2019 were issuable by the Issuer to certain members of the
Issuer’s management in connection with the accelerated vesting of incentive awards held by such persons upon the closing of the transactions contemplated by the Purchase Agreement, dated January 30, 2019, by and among
Tallgrass Energy Holdings, LLC, Tallgrass Holdings, LLC, certain affiliates of the Reporting Persons, and other parties thereto. The Prairie Secondary Acquirors agreed to acquire these Class A Shares to provide the
selling management members with liquidity consistent with what would have been provided if the incentive awards had been settled in cash.
|
(7) |
The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $24.41 to
$24.50, inclusive.
|
(8) |
The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $24.46 to
$24.50, inclusive.
|
(9) |
The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $24.47 to
$24.50, inclusive.
|
(10) | The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $24.41 to $24.50, inclusive. |
(11) | The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $24.33 to $24.50, inclusive. |
(12) | The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $24.45 to $24.50, inclusive. |
(13) | The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $24.48 to $24.50, inclusive. |
(14) | The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $24.46 to $24.50, inclusive. |
(15) | The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $24.33 to $24.50, inclusive. |
(16) | The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $24.28 to $24.50, inclusive. |
(17) | The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $24.00 to $24.33, inclusive. |
(18) | The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $24.01 to $24.34, inclusive. |
(19) | The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $23.78 to $24.20, inclusive. |
(20) | The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $23.62 to $23.90, inclusive. |
(21) | The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $23.80 to $24.01, inclusive. |
(22) | The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $23.77 to $24.30, inclusive. |
(23) | The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $23.93 to $24.50, inclusive. |
(24) | The price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $24.05 to $24.50, inclusive. |