UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Tallgrass Energy, LP
(Name of Issuer)
Class A Shares Representing Limited Partner Interests
(Title of Class of Securities)
874696107
(CUSIP Number)
Antonio Velázquez-Gaztelu Azpitarte
Enagás, S.A.
Paseo de los Olmos, 19
28005 Madrid, Spain
Tel: +34.91.709.93.30
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 9, 2019
(Date of Event Which Requires Filing of this Statement)
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. ☐
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.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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).
| CUSIP No. 874696107 | 13D | Page 1 of 10 pages |
| 1 | Name of Reporting Person
Enagás, S.A. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
OO | |||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)
☐ | |||||
| 6 | Citizenship or Place of Organization
Spain | |||||
Number of Shares Beneficially Owned by Each Reporting Person with | 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
124,307,584 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
124,307,584 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
124,307,584 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
44.42% | |||||
| 14 | Type of Reporting Person
CO | |||||
| CUSIP No. 874696107 | 13D | Page 2 of 10 pages |
| 1 | Name of Reporting Person
Enagás Internacional, S.L.U. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
OO | |||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)
☐ | |||||
| 6 | Citizenship or Place of Organization
Spain | |||||
Number of Shares Beneficially Owned by Each Reporting Person with | 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
124,307,584 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
124,307,584 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
124,307,584 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
44.42% | |||||
| 14 | Type of Reporting Person
OO (Spanish limited company) | |||||
| CUSIP No. 874696107 | 13D | Page 3 of 10 pages |
| 1 | Name of Reporting Person
Enagás Holding USA, S.L.U. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
OO | |||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)
☐ | |||||
| 6 | Citizenship or Place of Organization
Spain | |||||
Number of Shares Beneficially Owned by Each Reporting Person with | 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
124,307,584 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
124,307,584 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
124,307,584 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
44.42% | |||||
| 14 | Type of Reporting Person
OO (Spanish limited company) | |||||
| CUSIP No. 874696107 | 13D | Page 4 of 10 pages |
| 1 | Name of Reporting Person
Enagas U.S.A. LLC | |||||
| 2 | Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds
OO | |||||
| 5 | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E)
☐ | |||||
| 6 | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person with | 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
124,307,584 | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
124,307,584 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
124,307,584 | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13 | Percent of Class Represented by Amount in Row (11)
44.42% | |||||
| 14 | Type of Reporting Person
OO (limited liability company) | |||||
Explanatory Note
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) 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. 1 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 amending and restating the last two sentences of Item 3 as follows:
The consideration for the Class A Shares purchased by the Prairie Secondary Acquirors was obtained through capital contributions from their partners.
The information in Schedule 1 attached hereto is incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
(a) – (b) of the Statement 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, 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 279,852,537 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:
Reporting Person | Amount beneficially owned | Percent of class | 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 | Shared power to dispose or to direct the disposition | ||||||||||||||||||
Enagás, S.A. | 124,307,584 | 44.42 | % | 0 | 124,307,584 | 0 | 124,307,584 | |||||||||||||||||
Enagás Internacional, S.L.U. | 124,307,584 | 44.42 | % | 0 | 124,307,584 | 0 | 124,307,584 | |||||||||||||||||
Enagás Holding USA, S.L.U. | 124,307,584 | 44.42 | % | 0 | 124,307,584 | 0 | 124,307,584 | |||||||||||||||||
Enagas U.S.A. LLC | 124,307,584 | 44.42 | % | 0 | 124,307,584 | 0 | 124,307,584 | |||||||||||||||||
Class A Acquiror directly holds 21,751,018 Class A Shares.
Up-C Acquiror 1 directly holds 98,067,182 Class B Shares and a corresponding number of TE Units, andUp-C Acquiror 2 directly holds 2,587,939 Class B Shares and a corresponding number of TE Units.
Secondary Acquiror 1 directly holds 773,510 Class A Shares, and Secondary Acquiror 2 directly holds 1,127,935 Class A Shares.
Holdings Manager is the general partner of each of theUp-C Acquirors, Class A Acquiror and each of the Prairie Secondary Acquirors. Pursuant to the Equityholders Agreement, 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 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, GIC and Enagas beneficially own an aggregate of 124,307,584 Class A Shares, representing approximately 44.42% 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 Statement is amended and supplemented by inserting the following information:
Except as set forth on Schedule 2 attached hereto, none of the Reporting Persons has effected any transactions in Class A Shares since the filing of Amendment No. 1.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Schedule 13D is hereby amended as follows:
The information under the heading“10b5-1 Purchase Plan and Secondary Acquirors” is hereby amended by inserting the following sentence at the end of the second paragraph:
On May 9, 2019, the Prairie Secondary Acquirors terminated the10b5-1 Purchase Plan.
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:May 13, 2019
| ENAGÁS, S.A. | ||
| By: | /s/ Luis Ros Arnal | |
| Name: Luis Ros Arnal | ||
| Title: Authorized Representative | ||
| ENAGÁS INTERNACIONAL, S.L.U. | ||
| By: | /s/ Luis Ros Arnal | |
| Name: Luis Ros Arnal | ||
| Title: Authorized Representative | ||
| ENAGÁS HOLDING USA, S.L.U. | ||
| By: | /s/ Luis Ros Arnal | |
| Name: Luis Ros Arnal | ||
| Title: Authorized Representative | ||
| ENAGAS U.S.A. LLC | ||
| By: | /s/ Luis Ros Arnal | |
| Name: Luis Ros Arnal | ||
| Title: Authorized Representative | ||
SCHEDULE 1
Trading History
The below reflects the transactions in Class A Shares effected by the Reporting Persons since the initial filing of the Schedule 13D. Unless otherwise noted, all transactions occurred in the open market.
| Date | Class A Shares Purchased | Weighted Average Price per Class A Share(1) | Purchaser | |||||||
| 3/14/2019 | 44,545 | $ | 23.95 | Prairie Secondary Acquiror LP | ||||||
| 3/14/2019 | 64,955 | $ | 23.95 | Prairie Secondary Acquiror E LP | ||||||
| 3/15/2019 | 40,680 | $ | 24.14 | Prairie Secondary Acquiror LP | ||||||
| 3/15/2019 | 59,320 | $ | 24.14 | Prairie Secondary Acquiror E LP | ||||||
| 3/18/2019 | 30,510 | $ | 24.16 | Prairie Secondary Acquiror LP | ||||||
| 3/18/2019 | 44,490 | $ | 24.16 | Prairie Secondary Acquiror E LP | ||||||
| 3/19/2019 | 644 | $ | 24.49 | Prairie Secondary Acquiror LP | ||||||
| 3/19/2019 | 939 | $ | 24.49 | Prairie Secondary Acquiror E LP | ||||||
| 3/25/2019 | 285 | $ | 24.50 | Prairie Secondary Acquiror LP | ||||||
| 3/25/2019 | 415 | $ | 24.50 | Prairie Secondary Acquiror E LP | ||||||
| 3/27/2019* | 125,698 | $ | 23.76 | * | Prairie Secondary Acquiror LP | |||||
| 3/27/2019* | 183,294 | $ | 23.76 | * | Prairie Secondary Acquiror E LP | |||||
| 4/09/2019 | 18,835 | $ | 24.48 | Prairie Secondary Acquiror LP | ||||||
| 4/09/2019 | 27,466 | $ | 24.48 | Prairie Secondary Acquiror E LP | ||||||
| 4/10/2019 | 2,608 | $ | 24.49 | Prairie Secondary Acquiror LP | ||||||
| 4/10/2019 | 3,802 | $ | 24.49 | Prairie Secondary Acquiror E LP | ||||||
| 4/11/2019 | 10,912 | $ | 24.50 | Prairie Secondary Acquiror LP | ||||||
| 4/11/2019 | 15,911 | $ | 24.50 | Prairie Secondary Acquiror E LP | ||||||
| 4/17/2019 | 1,106 | $ | 24.49 | Prairie Secondary Acquiror LP | ||||||
| 4/17/2019 | 1,614 | $ | 24.49 | Prairie Secondary Acquiror E LP | ||||||
| 4/18/2019 | 51,908 | $ | 24.40 | Prairie Secondary Acquiror LP | ||||||
| 4/18/2019 | 75,692 | $ | 24.40 | Prairie Secondary Acquiror E LP | ||||||
| 4/22/2019 | 163 | $ | 24.49 | Prairie Secondary Acquiror LP | ||||||
| 4/22/2019 | 237 | $ | 24.49 | Prairie Secondary Acquiror E LP | ||||||
| 4/23/2019 | 5,314 | $ | 24.49 | Prairie Secondary Acquiror LP | ||||||
| 4/23/2019 | 7,750 | $ | 24.49 | Prairie Secondary Acquiror E LP | ||||||
| 4/24/2019 | 12,568 | $ | 24.49 | Prairie Secondary Acquiror LP | ||||||
| 4/24/2019 | 18,326 | $ | 24.49 | Prairie Secondary Acquiror E LP | ||||||
| 4/25/2019 | 28,923 | $ | 24.45 | Prairie Secondary Acquiror LP | ||||||
| 4/25/2019 | 42,177 | $ | 24.45 | Prairie Secondary Acquiror E LP | ||||||
| 4/26/2019 | 61,061 | $ | 24.47 | Prairie Secondary Acquiror LP | ||||||
| 4/26/2019 | 89,039 | $ | 24.47 | Prairie Secondary Acquiror E LP | ||||||
| 4/29/2019 | 45,155 | $ | 24.20 | Prairie Secondary Acquiror LP | ||||||
| 4/29/2019 | 65,845 | $ | 24.20 | Prairie Secondary Acquiror E LP | ||||||
| 4/30/2019 | 44,748 | $ | 24.15 | Prairie Secondary Acquiror LP | ||||||
| 4/30/2019 | 65,252 | $ | 24.15 | Prairie Secondary Acquiror E LP | ||||||
| 5/01/2019 | 48,962 | $ | 23.92 | Prairie Secondary Acquiror LP | ||||||
| 5/01/2019 | 71,396 | $ | 23.92 | Prairie Secondary Acquiror E LP | ||||||
| 5/02/2019 | 58,986 | $ | 23.77 | Prairie Secondary Acquiror LP | ||||||
| 5/02/2019 | 86,014 | $ | 23.77 | Prairie Secondary Acquiror E LP | ||||||
| 5/03/2019 | 34,741 | $ | 23.96 | Prairie Secondary Acquiror LP | ||||||
| 5/03/2019 | 50,659 | $ | 23.96 | Prairie Secondary Acquiror E LP | ||||||
| 5/06/2019 | 26,849 | $ | 24.15 | Prairie Secondary Acquiror LP | ||||||
| 5/06/2019 | 39,151 | $ | 24.15 | Prairie Secondary Acquiror E LP | ||||||
| 5/07/2019 | 29,493 | $ | 24.27 | Prairie Secondary Acquiror LP | ||||||
| 5/07/2019 | 43,007 | $ | 24.27 | Prairie Secondary Acquiror E LP | ||||||
| 5/08/2019 | 48,816 | $ | 24.22 | Prairie Secondary Acquiror LP | ||||||
| 5/08/2019 | 71,184 | $ | 24.22 | Prairie Secondary Acquiror E LP |
| (1) | Except as otherwise noted, the price reported in this column is a weighted average price. These shares were purchased in multiple transactions ranging from $23.62 to $24.50, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within that range. |
| * | The Class A Shares acquired by the Prairie Secondary Acquirors on March 27, 2019 were issuable by the Issuer to certain members of the Issuer’s management in connection with the accelerated vesting of incentive awards held by such persons upon the closing of the transactions contemplated by the Purchase Agreement, dated January 30, 2019, by and among Tallgrass Energy Holdings, LLC, Tallgrass Holdings, LLC, certain affiliates of the Reporting Persons, and other parties thereto. The Prairie Secondary Acquirors agreed to acquire these Class A Shares to provide the selling management members with liquidity consistent with what would have been provided if the incentive awards had been settled in cash. |
