As filed with the Securities and Exchange Commission on April 20, 2020
RegistrationNo. 333-226537
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FormS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Tallgrass Energy, LP
(Exact name of registrant as specified in its charter)
| Delaware | 47-3159268 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
4200 W. 115th Street, Suite 350
Leawood, Kansas 66211
(913)928-6060
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
TALLGRASS MLP GP, LLC LONG-TERM INCENTIVE PLAN
(As Amended and Restated Effective August 2, 2018)
(Full title of the plan)
Christopher R. Jones
4200 W. 115th Street, Suite 350
Leawood, Kansas 66211
(913)928-6060
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Mollie Duckworth
Baker Botts L.L.P.
98 San Jacinto Blvd., Suite 1500
Austin, Texas 78701
(512)322-2551
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on FormS-8 (the “Registration Statement”), FileNo. 333-226537, of Tallgrass Energy, LP, a Delaware limited partnership (“TGE”), filed with the Securities and Exchange Commission on August 2, 2018. The Registration Statement registered 17,669,636 Class A shares representing limited partner interests in TGE (“Class A Shares”) under the Tallgrass MLP GP, LLC Long-Term Incentive Plan.
On April 17, 2020, pursuant to the Agreement and Plan of Merger, dated as of December 16, 2019, by and among TGE, Tallgrass Energy GP, LLC, a Delaware limited liability company and the general partner of TGE, Prairie Private Acquiror LP, a Delaware limited partnership (“Buyer”), and Prairie Merger Sub LLC, a Delaware limited liability company, Buyer merged with and into TGE, with TGE surviving the merger and continuing to exist as a Delaware limited partnership (the “Merger”). At the effective time of the Merger, each issued and outstanding Class A Share (except for any Class A Shares owned byPrairie Non-ECI Acquiror LP, a Delaware limited partnership, Prairie ECI Acquiror LP, a Delaware limited partnership, Prairie VCOC Acquiror LP, a Delaware limited partnership, Prairie Secondary Acquiror LP, a Delaware limited partnership, and Prairie Secondary Acquiror E LP, a Delaware limited partnership) was converted into the right to receive $22.45 per Class A Share in cash without any interest thereon.
In connection with the Merger, TGE has terminated all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by TGE in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance and remain unsold at the termination of such offering, TGE hereby removes from registration by means of this Post-Effective Amendment No. 1 all of such securities registered and remaining unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on FormS-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leawood, State of Kansas, on April 20, 2020.
| TALLGRASS ENERGY, LP | ||||
| By: | Tallgrass Energy GP, LLC, | |||
| its general partner | ||||
| By: | /s/ William R. Moler | |||
William R. Moler Chief Executive Officer | ||||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
/s/ William R. Moler William R. Moler | Director and Chief Executive Officer (Principal Executive Officer) | April 20, 2020 | ||
/s/ Gary D. Watkins Gary D. Watkins | Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer) | April 20, 2020 | ||
/s/ Marcelino Oreja Arburúa | Director | April 20, 2020 | ||
| Marcelino Oreja Arburúa | ||||
/s/ Guy G. Buckley | Director | April 20, 2020 | ||
| Guy G. Buckley | ||||
/s/ Matthew J. Runkle | Director | April 20, 2020 | ||
| Matthew J. Runkle | ||||
/s/ Wallace C. Henderson | Director | April 20, 2020 | ||
| Wallace C. Henderson | ||||
/s/ Matthew Sheehy | Director | April 20, 2020 | ||
| Matthew Sheehy | ||||
