Enagas U.S.A. LLC 4
4 · Tallgrass Energy, LP · Filed Apr 17, 2020
Insider Transaction Report
Form 4
Enagas U.S.A. LLC
10% Owner
Transactions
- Purchase
Class A Shares
2020-04-17$22.45/sh+152,770,061$3,429,687,869→ 0 total(indirect: See Footnote)
Holdings
- 773,510(indirect: See Footnotes)
Class A Shares
- 21,751,018(indirect: See Footnotes)
Class A Shares
- 1,127,935(indirect: See Footnotes)
Class A Shares
- 100,655,121(indirect: See Footnotes)
Class B Shares
Footnotes (8)
- [F1]On April 17, 2020, pursuant to a merger agreement, an affiliate of the Reporting Persons was merged with and into the Issuer, with the Issuer surviving the merger and continuing to exist as a Delaware limited partnership and owned, directly or indirectly, by the Acquiror LPs (as defined below). At the effective time of the merger (the "Effective Time"), each issued and outstanding Class A share representing limited partner interests of TGE ("Class A Share") as of immediately prior to the Effective Time (other than the Class A Shares owned by the Acquiror LPs) was converted into the right to receive $22.45 per Class A Share in cash without any interest thereon and was cancelled by the Issuer.
- [F2]These Class A Shares are owned directly by Prairie Secondary Acquiror LP ("Secondary Acquiror").
- [F3]These Class A Shares are owned directly by Prairie Secondary Acquiror E LP ("Secondary Acquiror 2").
- [F4]These Class A Shares are owned directly by Prairie Non-ECI Acquiror LP ("Non-ECI Acquiror").
- [F5]These Class B shares are owned directly by Prairie VCOC Acquiror LP ("VCOC Acquiror") and Prairie ECI Acquiror LP ("ECI Acquiror", and together with Secondary Acquiror, Secondary Acquiror 2, Non-ECI Acquiror, and VCOC Acquiror, the "Acquiror LPs").
- [F6]BIP Holdings Manager L.L.C. ("Holdings Manager") is the general partner of each of 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).
- [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.