Home/Filings/4/0000899243-19-020598

4//SEC Filing

Enagas U.S.A. LLC 4

Accession 0000899243-19-020598

CIK 0001633651other

View on SEC.gov Company Profile

Filed

Jul 29, 8:00 PM ET

Accepted

Jul 30, 5:02 PM ET

Size

23.5 KB

Accession

0000899243-19-020598

Insider Transaction Report

Form 4

Period: 2019-07-30

Tallgrass Energy, LPTGE

Enagas Internacional, S.L.U.

10% Owner

Transactions

Conversion
Class B Shares
2019-07-30+4,308,696→ 100,655,121 total(indirect: See Footnotes)
Conversion
Obligation to Acquire
2019-07-30−1→ 0 total(indirect: See Footnotes)
→ Class A shares, Class B shares and TE units
Conversion
Class A Shares
2019-07-30+66,931→ 1,127,935 total(indirect: See Footnotes)
Conversion
TE Units
2019-07-30+4,308,696→ 100,655,121 total(indirect: See Footnotes)
→ Class A Shares (4,308,696 underlying)

Holdings

Class A Shares
(indirect: See Footnotes)
21,751,018
Class A Shares
(indirect: See Footnotes)
773,510

Enagas Holding USA, S.L.U.

10% Owner

Transactions

Conversion
Class A Shares
2019-07-30+66,931→ 1,127,935 total(indirect: See Footnotes)
Conversion
Class B Shares
2019-07-30+4,308,696→ 100,655,121 total(indirect: See Footnotes)
Conversion
TE Units
2019-07-30+4,308,696→ 100,655,121 total(indirect: See Footnotes)
→ Class A Shares (4,308,696 underlying)
Conversion
Obligation to Acquire
2019-07-30−1→ 0 total(indirect: See Footnotes)
→ Class A shares, Class B shares and TE units

Holdings

Class A Shares
(indirect: See Footnotes)
21,751,018
Class A Shares
(indirect: See Footnotes)
773,510

Enagas U.S.A. LLC

10% Owner

Transactions

Conversion
Obligation to Acquire
2019-07-30−1→ 0 total(indirect: See Footnotes)
→ Class A shares, Class B shares and TE units
Conversion
Class A Shares
2019-07-30+66,931→ 1,127,935 total(indirect: See Footnotes)
Conversion
Class B Shares
2019-07-30+4,308,696→ 100,655,121 total(indirect: See Footnotes)
Conversion
TE Units
2019-07-30+4,308,696→ 100,655,121 total(indirect: See Footnotes)
→ Class A Shares (4,308,696 underlying)

Holdings

Class A Shares
(indirect: See Footnotes)
21,751,018
Class A Shares
(indirect: See Footnotes)
773,510

Enagas, S.A.

10% Owner

Transactions

Conversion
Class B Shares
2019-07-30+4,308,696→ 100,655,121 total(indirect: See Footnotes)
Conversion
TE Units
2019-07-30+4,308,696→ 100,655,121 total(indirect: See Footnotes)
→ Class A Shares (4,308,696 underlying)
Conversion
Class A Shares
2019-07-30+66,931→ 1,127,935 total(indirect: See Footnotes)
Conversion
Obligation to Acquire
2019-07-30−1→ 0 total(indirect: See Footnotes)
→ Class A shares, Class B shares and TE units

Holdings

Class A Shares
(indirect: See Footnotes)
21,751,018
Class A Shares
(indirect: See Footnotes)
773,510

Footnotes (10)

[F1]Pursuant to the the Equityholders Agreement dated as of March 11, 2019 (the "Equityholders Agreement"), affiliates of Enagas were required to acquire, promptly after the Committee on Foreign Investments in the United States approved Enagas making further investments in Tallgrass Energy, LP ("TGE") securities, BIA GP L.P.'s ("BIA GP"), indirect interests in certain Class A shares representing limited partner interests ("Class A shares") in TGE, Class B shares representing limited partner interests ("Class B shares") in TGE and units representing membership interests ("TE units") in Tallgrass Equity, LLC, pursuant to the terms of the Equityholders Agreement, as described below.
[F10]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.
[F2]On July 30, 2019, promptly after the CFIUS approval described above was granted, and pursuant to the transfer obligations described above, affiliates of Enagas acquired (i) equity interests in affiliates of BIA GP representing BIA GP's indirect interest with respect to 66,931 Class A shares held by Prairie Secondary Acquiror E LP ("Secondary Acquiror 2") plus a corresponding percentage of Secondary Acquiror 2's capital in exchange for approximately $14.1 million, and (ii) BIA GP's indirect interest in 4,308,696 Class B shares and 4,308,696 TE units in exchange for $83.4 million plus the assumption of $40.7 million of debt, which is not guaranteed by Enagas, S.A. or its affiliates. There was no change in the aggregate number of securities held by the Acquiror LPs (as defined below) as a result of these transfers, other than a transfer of 150,439 Class B shares and 150,439 TE units from Prairie VCOC Acquiror LP ("VCOC Acquiror") to Prairie ECI Acquiror LP ("ECI Acquiror").
[F3]These Class A shares are owned directly by Secondary Acquiror 2.
[F4]Includes 98,353,838 Class B Shares and an equal number TE Units owned directly by ECI Acquiror; and 2,301,283 Class B Shares and an equal number of TE units owned directly by VCOC Acquiror.
[F5]These Class A shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror").
[F6]These Class A shares are owned directly by Prairie Secondary Acquiror LP ("Secondary Acquiror 1").
[F7]BIP Holdings Manager L.L.C. ("Holdings Manager") is the general partner of each of Secondary Acquiror 1, Secondary Acquiror 2 and Non-ECI 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. Enagas is a publicly traded corporation with shares listed on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges (Spain).
[F8]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.
[F9]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.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

Tallgrass Energy, LP

CIK 0001633651

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001770190

Filing Metadata

Form type: 4
Filed: Jul 29, 8:00 PM ET
Accepted: Jul 30, 5:02 PM ET
Size: 23.5 KB

View on SEC.gov