Enagas U.S.A. LLC 3/A

Accession 0000899243-19-016820

CIK 0001633651other

View on SEC.gov Company Profile

Filed

Jun 12, 8:00 PM ET

Accepted

Jun 13, 4:30 PM ET

Size

16.7 KB

Accession

0000899243-19-016820

Insider Transaction Report

Form 3/AAmended

Period: 2019-03-11

Tallgrass Energy, LPTGE

Enagas, S.A.

10% Owner

Holdings

Class A Shares
(indirect: See Footnotes)
21,751,018
TE Units
(indirect: See Footnotes)
→ Class B Shares (100,655,121 underlying)
Class B Shares
(indirect: See Footnotes)
100,655,121
Obligation to Acquire
(indirect: See Footnotes)
→ Class A Shares/Class B Shares/TE Units

Enagas U.S.A. LLC

10% Owner

Holdings

TE Units
(indirect: See Footnotes)
→ Class B Shares (100,655,121 underlying)
Obligation to Acquire
(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)
100,655,121

Enagas Internacional, S.L.U.

10% Owner

Holdings

Class A Shares
(indirect: See Footnotes)
21,751,018
Obligation to Acquire
(indirect: See Footnotes)
→ Class A Shares/Class B Shares/TE Units
Class B Shares
(indirect: See Footnotes)
100,655,121
TE Units
(indirect: See Footnotes)
→ Class B Shares (100,655,121 underlying)

Enagas Holding USA, S.L.U.

10% Owner

Holdings

Class A Shares
(indirect: See Footnotes)
21,751,018
Class B Shares
(indirect: See Footnotes)
100,655,121
TE Units
(indirect: See Footnotes)
→ Class B Shares (100,655,121 underlying)
Obligation to Acquire
(indirect: See Footnotes)
→ Class A Shares/Class B Shares/TE Units

Footnotes (8)

[F1]This Form 3/A amends and restates the Initial Statement of Beneficial Ownership of Securities on Form 3 filed by the Reporting Persons with the Securities and Exchange Commission on March 18, 2019 (the "Original Form 3"). Although the aggregate number of Class B shares and TE units (each as defined below) reported on the Original Form 3 was correct, this Form 3/A is being filed to correct the Original Form 3 by correcting the number of Class B shares and TE units held by ECI Acquiror and VCOC Acquiror (each as defined below).
[F2]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").
[F3]Includes 98,203,399 Class B Shares representing non-economic limited partner interests ("Class B Shares") of TGE and an equal number TE Units representing membership interests ("TE units") of Tallgrass Equity, LLC ("TE") owned directly by Prairie ECI Acquiror LP ("ECI Acquiror"); and 2,451,722 Class B Shares and an equal number of TE units owned directly by Prairie VCOC Acquiror LP ("VCOC Acquiror").
[F4]BIP Holdings Manager L.L.C. ("Holdings Manager") is the general partner of each of Non-ECI Acquiror, ECI Acquiror and VCOC Acquiror (the "Acquiror LPs"). Pursuant to the Equityholders Agreement dated as of March 11, 2019 (the "Equityholders Agreement"), the consent of Enagas Holding USA, S.L.U. ("Enagas Holding") and Enagas U.S.A. LLC ("Enagas USA") are required in certain circumstances for Holdings Manager to direct the voting and disposition of the securities held by the Acquiror LPs. Enagas, S.A. ("Enagas") is the sole shareholder of Enagas Internacional, S.L.U., which is the sole shareholder of Enagas 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. Enagas is a publicly traded corporation with shares listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges (Spain).
[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 the Equityholders Agreement, affiliates of Enagas are required to acquire, promptly after the Committee on Foreign Investments in the United States approves Enagas making further investments in TGE's securities, BIA GP L.P.'s ("BIA GP") (i) 4,308,696 Class B shares and 4,308,696 TE units in exchange for $77.1 million plus the assumption 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 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 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]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
doc3a.xml
FORM 3/A SUBMISSION

Issuer

Tallgrass Energy, LP

CIK 0001633651

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001770190

Filing Metadata

Form type: 3/A
Filed: Jun 12, 8:00 PM ET
Accepted: Jun 13, 4:30 PM ET
Size: 16.7 KB

View on SEC.gov