Home/Filings/3/0000899243-19-008257

3//SEC Filing

Blackstone Infrastructure Associates L.P. 3

Accession 0000899243-19-008257

CIK 0001633651other

View on SEC.gov Company Profile

Filed

Mar 17, 8:00 PM ET

Accepted

Mar 18, 8:40 PM ET

Size

24.0 KB

Accession

0000899243-19-008257

Insider Transaction Report

Form 3

Period: 2019-03-11

Tallgrass Energy, LPTGE

Prairie Non-ECI Acquiror LP

10% Owner

Holdings

Class B shares
(indirect: See Footnotes)
98,067,182
TE units
(indirect: See Footnotes)
→ Class A Shares (2,587,939 underlying)
Obligation to Transfer
(indirect: See Footnotes)
→ Class A shares/Class B shares/TE units
Class A shares
(indirect: See Footnotes)
21,751,018
Class B shares
(indirect: See Footnotes)
2,587,939
TE units
(indirect: See Footnotes)
→ Class A Shares (98,067,182 underlying)

Blackstone Infrastructure Associates L.P.

10% Owner

Holdings

Class B shares
(indirect: See Footnotes)
2,587,939
TE units
(indirect: See Footnotes)
→ Class A Shares (98,067,182 underlying)
Class B shares
(indirect: See Footnotes)
98,067,182
TE units
(indirect: See Footnotes)
→ Class A Shares (2,587,939 underlying)
Class A shares
(indirect: See Footnotes)
21,751,018
Obligation to Transfer
(indirect: See Footnotes)
→ Class A shares/Class B shares/TE units

Prairie ECI Acquiror LP

10% Owner

Holdings

Class A shares
(indirect: See Footnotes)
21,751,018
TE units
(indirect: See Footnotes)
→ Class A Shares (98,067,182 underlying)
Class B shares
(indirect: See Footnotes)
98,067,182
TE units
(indirect: See Footnotes)
→ Class A Shares (2,587,939 underlying)
Class B shares
(indirect: See Footnotes)
2,587,939
Obligation to Transfer
(indirect: See Footnotes)
→ Class A shares/Class B shares/TE units

Prairie VCOC Acquiror LP

10% Owner

Holdings

TE units
(indirect: See Footnotes)
→ Class A Shares (2,587,939 underlying)
Class A shares
(indirect: See Footnotes)
21,751,018
Class B shares
(indirect: See Footnotes)
2,587,939
TE units
(indirect: See Footnotes)
→ Class A Shares (98,067,182 underlying)
Obligation to Transfer
(indirect: See Footnotes)
→ Class A shares/Class B shares/TE units
Class B shares
(indirect: See Footnotes)
98,067,182

BIA GP L.L.C.

10% Owner

Holdings

Class B shares
(indirect: See Footnotes)
98,067,182
Obligation to Transfer
(indirect: See Footnotes)
→ Class A shares/Class B shares/TE units
Class A shares
(indirect: See Footnotes)
21,751,018
Class B shares
(indirect: See Footnotes)
2,587,939
TE units
(indirect: See Footnotes)
→ Class A Shares (2,587,939 underlying)
TE units
(indirect: See Footnotes)
→ Class A Shares (98,067,182 underlying)

BIP Holdings Manager L.L.C.

10% Owner

Holdings

Class B shares
(indirect: See Footnotes)
98,067,182
Class B shares
(indirect: See Footnotes)
2,587,939
TE units
(indirect: See Footnotes)
→ Class A Shares (98,067,182 underlying)
TE units
(indirect: See Footnotes)
→ Class A Shares (2,587,939 underlying)
Obligation to Transfer
(indirect: See Footnotes)
→ Class A shares/Class B shares/TE units
Class A shares
(indirect: See Footnotes)
21,751,018

BIA GP L.P.

10% Owner

Holdings

Class A shares
(indirect: See Footnotes)
21,751,018
TE units
(indirect: See Footnotes)
→ Class A Shares (98,067,182 underlying)
Obligation to Transfer
(indirect: See Footnotes)
→ Class A shares/Class B shares/TE units
Class B shares
(indirect: See Footnotes)
2,587,939
Class B shares
(indirect: See Footnotes)
98,067,182
TE units
(indirect: See Footnotes)
→ Class A Shares (2,587,939 underlying)

Footnotes (9)

[F1]These Class A shares representing limited partner interests ("Class A shares") of Tallgrass Energy, LP ("TGE") are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror").
[F2]These Class B shares representing non-economic limited partner interests ("Class B shares") of TGE and TE units representing membership interests ("TE units") of Tallgrass Equity, LLC ("TE") are owned directly by Prairie ECI Acquiror LP ("ECI Acquiror").
[F3]These Class B shares and TE units are owned directly by Prairie VCOC Acquiror LP ("VCOC Acquiror").
[F4]BIP Holdings Manager L.L.C. is the general partner of each of Non-ECI Acquiror, ECI Acquiror and VCOC Acquiror (the "Acquiror LPs"). Blackstone Infrastructure Associates L.P. ("BIA") is the sole member of BIP Holdings Manager L.L.C. The general partner of BIA is BIA GP L.P. ("BIA GP"). The general partner of BIA GP is BIA GP L.L.C. The sole member of BIA GP L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
[F5]TE units may be exchanged by the holders thereof for an equivalent number of Class A shares and upon such exchange, an equivalent number of Class B shares held by such holder will be cancelled.
[F6]Pursuant to an Equityholders' Agreement dated as of March 11, 2019, affiliates of BIA GP are required to transfer to affiliates of Enagas, S.A. ("Enagas"), promptly after the Committee on Foreign Investments in the United States approves their making further investments in TGE's securities, BIA GP's indirect interest in (i) 4,308,696 Class B shares and 4,308,696 TE units in exchange for $77.1 million plus the assumption by an affiliate of Enagas of $38.9 million of debt and (ii) approximately 5.60% of the Class A shares owned by Prairie Secondary Acquiror E LP on the date of settlement in exchange for $14.1 million.
[F7]Each of the Reporting Persons (other than each of the Acquiror LPs to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by the Acquiror LPs, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the Acquiror LPs to the extent they directly hold securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
[F8]Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
[F9]Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Documents

1 file

3
doc3.xmlPrimary
FORM 3 SUBMISSION

Issuer

Tallgrass Energy, LP

CIK 0001633651

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001770053

Filing Metadata

Form type: 3
Filed: Mar 17, 8:00 PM ET
Accepted: Mar 18, 8:40 PM ET
Size: 24.0 KB

View on SEC.gov