Sec Form 13D Filing - Enagas U.S.A. LLC filing for Tallgrass Energy LP (TGE) - 2020-04-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on March 11, 2019, as amended to date, (the “Schedule 13D”), relating to the Class A Shares Representing Limited Partner Interests (the “Class A Shares”) of Tallgrass Energy, LP, a Delaware limited partnership (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 3:

On April 17, 2020, the transactions contemplated by the Merger Agreement (the “Merger Agreement”), dated December 16, 2019, by and among Prairie Private Acquiror LP, a Delaware limited partnership (“Buyer”), Prairie Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer, the Issuer, and Tallgrass Energy GP, LLC, a Delaware limited liability company and the general partner of the Issuer, closed, as described below in Item 4. The total consideration paid for the Class A Shares in connection with the Merger was approximately $3.5 billion. Approximately $2.9 billion of the consideration was funded through equity financing contemplated pursuant to the Equity Commitment Letter, and the remaining consideration was funded through borrowings under the Credit Agreement and the revolving credit facility of Tallgrass Energy Partners, LP, a subsidiary of the Issuer.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4:

On April 17, 2020, pursuant to the Merger Agreement, at the Effective Time (as defined therein) Buyer was merged with and into the Issuer, with the Issuer surviving the merger and continuing to exist as a Delaware limited partnership. At the Effective Time, each issued and outstanding Class A Share as of immediately prior to the Effective Time (other than the Sponsor Shares) was canceled and converted into the right to receive $22.45 per Class A Share in cash without any interest thereon. The Sponsor Shares, Class B Units and TE Units issued and outstanding immediately prior to the Effective Time were unaffected by the Merger, and no consideration was delivered in respect thereof.

Following the consummation of the transactions contemplated by the Merger Agreement, the Issuer’s Class A Shares ceased to be listed on the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Because the registration of the Class A Shares will be terminated, Class A Shares held by the Reporting Persons will no longer be subject to reporting under Section 13(d) of the Exchange Act upon effectiveness of the deregistration. Consequently, this Amendment No. 4 constitutes an exit filing for the Reporting Persons.

Item 5. Interest in Securities of the Issuer.

(a) – (b) of the Schedule 13D is amended and restated in its entirety by inserting the following information:

The following sets forth the aggregate number of Class A Shares and percentage of Class A Shares outstanding beneficially owned by each of the Reporting Persons upon the acquisition and cancellation of the Class A Shares in connection with the Merger described above, as well as the number of Class A Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 124,307,584 Class A Shares outstanding, which assumes that each Class B Share and TE Unit beneficially owned by the Reporting Persons is exchanged for a corresponding number of Class A Shares pursuant to the TGE LP Agreement:

Class A Acquiror directly held 21,751,018 Class A Shares.

Up-C Acquiror 1 directly held 92,778,793 Class B Shares and a corresponding number of TE Units, and Up-C Acquiror 2 directly held 7,876,328 Class B Shares and a corresponding number of TE Units.

Secondary Acquiror 1 directly held 773,510 Class A Shares, and Secondary Acquiror 2 directly held 1,127,935 Class A Shares.

Holdings Manager is the general partner of each of the Up-C Acquirors, Class A Acquiror and each of the Prairie Secondary Acquirors. Pursuant to the Equityholders Agreement (as defined below), the consent of Enagás Holding and Enagas USA is required in certain circumstances for Holdings Manager to direct the voting and disposition of the securities held by the Acquirors. Enagás is the sole shareholder of Enagás Internacional, which is the sole shareholder of Enagás Holding, which is the sole member of Enagas USA. As a result, each of the Reporting Persons may be deemed to beneficially own the Class A Shares, Class B Shares and TE Units held by the Acquirors. Enagás is a publicly traded corporation with shares listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges (Spain).

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of the Class A Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed. Each Reporting Person expressly disclaims beneficial ownership of such Class A Shares and any assertion or presumption that it or he and the other persons on whose behalf this Schedule 13D is filed constitute a “group.”

By virtue of the Equityholders Agreement, dated March 11, 2019 (the “Equityholders Agreement”), by and among certain of the Reporting Persons and their equityholders, Holdings Manager and certain of its affiliates (“Blackstone”) including the Acquirors, Jasmine Ventures Pte. Ltd. and certain of its affiliates (“GIC” and, together with Blackstone, the “Separately Reporting Persons”), the Reporting Persons and the Separately Reporting Persons may each be deemed to be a member of a “group” for purposes of Section 13(d) of the Exchange Act. However, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons or any of the Separately Reporting Persons are members of any such group. Each of the Separately Reporting Persons has separately made a Schedule 13D filing reporting the Class A Shares they may be deemed to beneficially own. Collectively, the Reporting Persons, Blackstone and GIC beneficially own an aggregate of 124,307,584 Class A Shares, representing 100.00% of the outstanding Class A Shares. Each Reporting Person disclaims beneficial ownership of the Class A Shares that may be deemed to be beneficially owned by the Separately Reporting Persons.

Item 5(c) of the Schedule 13D is amended and supplemented by inserting the following information:

Except as set forth in this Amendment No. 4, none of the Reporting Persons has effected any transactions in Class A Shares during the past 60 days.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 17, 2020