Filing Details
- Accession Number:
- 0001104659-19-005129
- Form Type:
- 13D Filing
- Publication Date:
- 2019-02-01 17:01:24
- Filed By:
- Kelso Gp Viii, Llc
- Company:
- Tallgrass Energy Lp (NYSE:TGE)
- Filing Date:
- 2019-02-01
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Kelso GP VIII | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| KIA VIII (Rubicon) GP | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| KIA VIII (Rubicon) | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| KEP VI AIV (Rubicon) | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| Frank T. Nickell | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| Thomas R. Wall, IV | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| George E. Matelich | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| Michael B. Goldberg | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| David I. Wahrhaftig | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| Frank K. Bynum, Jr | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| Philip E. Berney | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| Frank J. Loverro | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| James J. Connors, II | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| Church M. Moore | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| Stanley de J. Osborne | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| Christopher L. Collins | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| Anna Lynn Alexander | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| Howard A. Matlin | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| John K. Kim | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| Henry Mannix, III | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| Matthew S. Edgerton | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
| Stephen C. Dutton | 0 | 46,727,603 | 0 | 46,727,603 | 46,727,603 | 23.0% |
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| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| SCHEDULE 13D |
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(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Tallgrass Energy, LP
(Name of Issuer)
Class A shares
(Title of Class of Securities)
874696 107
(CUSIP Number)
James J. Connors, II
c/o Kelso & Company
320 Park Avenue, 24th Floor
New York, New York 10022
Telephone: (212) 751-3939
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 30, 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 §§240.13d1(e), 240.13d1(f) or 240.13d1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d7 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. 874696 107 | |||||
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | x | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds (See Instructions) | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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| Number of | 7 | Sole Voting Power | |||
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| 8 | Shared Voting Power | ||||
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| 9 | Sole Dispositive Power | ||||
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| 10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13 | Percent of Class Represented by Amount in Row 11 | |||
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| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares representing limited partner interests of the Issuer (Class A shares) referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares representing limited partner interests of the Issuer (Class B shares) owned of record by KIA VIII (Rubicon), L.P. (KIA VIII) and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV (Rubicon), LLC (KEP VI AIV), which are exchangeable for Class A shares as described herein. Pursuant to the Second Amended and Restated Agreement of Limited Partnership of the Issuer dated July 1, 2018 (the Partnership Agreement), KIA VIII and KEP VI AIV will each have the right, at any time following the expiration of a lock-up period and from time to time, to immediately exchange (the Exchange Right) Class B shares and a corresponding number of Units of limited liability company interest (the Units) in Tallgrass Equity, LLC (each Class B share and Unit so exchanged, together, an Exchange Unit), for a like number of Class A shares, not to exceed, in the aggregate, the total number of Exchange Units held by KIA VIII or KEP VI AIV, as applicable. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
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| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement (as defined herein) was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
2
| CUSIP No. 874696 107 | |||||
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | x | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds (See Instructions) | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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| Number of | 7 | Sole Voting Power | |||
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| 8 | Shared Voting Power | ||||
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| 9 | Sole Dispositive Power | ||||
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| 10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13 | Percent of Class Represented by Amount in Row 11 | |||
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| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
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| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
3
| CUSIP No. 874696 107 | |||||
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | x | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds (See Instructions) | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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| Number of | 7 | Sole Voting Power | |||
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| 8 | Shared Voting Power | ||||
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| 9 | Sole Dispositive Power | ||||
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| 10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13 | Percent of Class Represented by Amount in Row 11 | |||
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| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
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| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
4
| CUSIP No. 874696 107 | |||||
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | x | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds (See Instructions) | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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| Number of | 7 | Sole Voting Power | |||
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| 8 | Shared Voting Power | ||||
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| 9 | Sole Dispositive Power | ||||
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| 10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13 | Percent of Class Represented by Amount in Row 11 | |||
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| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
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| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
5
| CUSIP No. 874696 107 | |||||
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | x | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds (See Instructions) | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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| Number of | 7 | Sole Voting Power | |||
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| 8 | Shared Voting Power | ||||
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| 9 | Sole Dispositive Power | ||||
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| 10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13 | Percent of Class Represented by Amount in Row 11 | |||
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| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
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| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
6
| CUSIP No. 874696 107 | |||||
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | x | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds (See Instructions) | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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| Number of | 7 | Sole Voting Power | |||
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| 8 | Shared Voting Power | ||||
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| 9 | Sole Dispositive Power | ||||
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| 10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13 | Percent of Class Represented by Amount in Row 11 | |||
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| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
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| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
7
| CUSIP No. 874696 107 | |||||
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | x | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds (See Instructions) | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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| Number of | 7 | Sole Voting Power | |||
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| 8 | Shared Voting Power | ||||
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| 9 | Sole Dispositive Power | ||||
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| 10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13 | Percent of Class Represented by Amount in Row 11 | |||
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| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
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| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
8
| CUSIP No. 874696 107 | |||||
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | x | ||
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| 3 | SEC Use Only | |||
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| 4 | Source of Funds (See Instructions) | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6 | Citizenship or Place of Organization | |||
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| Number of | 7 | Sole Voting Power | |||
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| 8 | Shared Voting Power | ||||
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| 9 | Sole Dispositive Power | ||||
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| 10 | Shared Dispositive Power | ||||
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13 | Percent of Class Represented by Amount in Row 11 | |||
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| |||||
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| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
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|
|
| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
9
| CUSIP No. 874696 107 | |||||
|
| |||||
|
| 1 | Names of Reporting Persons | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
| (a) | o | ||
|
|
| (b) | x | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Source of Funds (See Instructions) | |||
|
| |||||
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
| |||||
|
| 6 | Citizenship or Place of Organization | |||
|
| |||||
| Number of | 7 | Sole Voting Power | |||
|
| |||||
| 8 | Shared Voting Power | ||||
|
| |||||
| 9 | Sole Dispositive Power | ||||
|
| |||||
| 10 | Shared Dispositive Power | ||||
|
| |||||
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
| |||||
|
| 13 | Percent of Class Represented by Amount in Row 11 | |||
|
| |||||
|
| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
|
|
|
| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
10
| CUSIP No. 874696 107 | |||||
|
| |||||
|
| 1 | Names of Reporting Persons | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
| (a) | o | ||
|
|
| (b) | x | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Source of Funds (See Instructions) | |||
|
| |||||
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
| |||||
|
| 6 | Citizenship or Place of Organization | |||
|
| |||||
| Number of | 7 | Sole Voting Power | |||
|
| |||||
| 8 | Shared Voting Power | ||||
|
| |||||
| 9 | Sole Dispositive Power | ||||
|
| |||||
| 10 | Shared Dispositive Power | ||||
|
| |||||
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
| |||||
|
| 13 | Percent of Class Represented by Amount in Row 11 | |||
|
| |||||
|
| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
|
|
|
| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
11
| CUSIP No. 874696 107 | |||||
|
| |||||
|
| 1 | Names of Reporting Persons | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
| (a) | o | ||
|
|
| (b) | x | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Source of Funds (See Instructions) | |||
|
| |||||
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
| |||||
|
| 6 | Citizenship or Place of Organization | |||
|
| |||||
| Number of | 7 | Sole Voting Power | |||
|
| |||||
| 8 | Shared Voting Power | ||||
|
| |||||
| 9 | Sole Dispositive Power | ||||
|
| |||||
| 10 | Shared Dispositive Power | ||||
|
| |||||
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
| |||||
|
| 13 | Percent of Class Represented by Amount in Row 11 | |||
|
| |||||
|
| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
|
|
|
| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
12
| CUSIP No. 874696 107 | |||||
|
| |||||
|
| 1 | Names of Reporting Persons | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
| (a) | o | ||
|
|
| (b) | x | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Source of Funds (See Instructions) | |||
|
| |||||
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
| |||||
|
| 6 | Citizenship or Place of Organization | |||
|
| |||||
| Number of | 7 | Sole Voting Power | |||
|
| |||||
| 8 | Shared Voting Power | ||||
|
| |||||
| 9 | Sole Dispositive Power | ||||
|
| |||||
| 10 | Shared Dispositive Power | ||||
|
| |||||
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
| |||||
|
| 13 | Percent of Class Represented by Amount in Row 11 | |||
|
| |||||
|
| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
|
|
|
| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
13
| CUSIP No. 874696 107 | |||||
|
| |||||
|
| 1 | Names of Reporting Persons | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
| (a) | o | ||
|
|
| (b) | x | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Source of Funds (See Instructions) | |||
|
| |||||
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
| |||||
|
| 6 | Citizenship or Place of Organization | |||
|
| |||||
| Number of | 7 | Sole Voting Power | |||
|
| |||||
| 8 | Shared Voting Power | ||||
|
| |||||
| 9 | Sole Dispositive Power | ||||
|
| |||||
| 10 | Shared Dispositive Power | ||||
|
| |||||
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
| |||||
|
| 13 | Percent of Class Represented by Amount in Row 11 | |||
|
| |||||
|
| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
|
|
|
| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
14
| CUSIP No. 874696 107 | |||||
|
| |||||
|
| 1 | Names of Reporting Persons | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
| (a) | o | ||
|
|
| (b) | x | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Source of Funds (See Instructions) | |||
|
| |||||
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
| |||||
|
| 6 | Citizenship or Place of Organization | |||
|
| |||||
| Number of | 7 | Sole Voting Power | |||
|
| |||||
| 8 | Shared Voting Power | ||||
|
| |||||
| 9 | Sole Dispositive Power | ||||
|
| |||||
| 10 | Shared Dispositive Power | ||||
|
| |||||
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
| |||||
|
| 13 | Percent of Class Represented by Amount in Row 11 | |||
|
| |||||
|
| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
|
|
|
| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
15
| CUSIP No. 874696 107 | |||||
|
| |||||
|
| 1 | Names of Reporting Persons | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
| (a) | o | ||
|
|
| (b) | x | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Source of Funds (See Instructions) | |||
|
| |||||
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
| |||||
|
| 6 | Citizenship or Place of Organization | |||
|
| |||||
| Number of | 7 | Sole Voting Power | |||
|
| |||||
| 8 | Shared Voting Power | ||||
|
| |||||
| 9 | Sole Dispositive Power | ||||
|
| |||||
| 10 | Shared Dispositive Power | ||||
|
| |||||
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
| |||||
|
| 13 | Percent of Class Represented by Amount in Row 11 | |||
|
| |||||
|
| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
|
|
|
| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
16
| CUSIP No. 874696 107 | |||||
|
| |||||
|
| 1 | Names of Reporting Persons | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
| (a) | o | ||
|
|
| (b) | x | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Source of Funds (See Instructions) | |||
|
| |||||
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
| |||||
|
| 6 | Citizenship or Place of Organization | |||
|
| |||||
| Number of | 7 | Sole Voting Power | |||
|
| |||||
| 8 | Shared Voting Power | ||||
|
| |||||
| 9 | Sole Dispositive Power | ||||
|
| |||||
| 10 | Shared Dispositive Power | ||||
|
| |||||
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
| |||||
|
| 13 | Percent of Class Represented by Amount in Row 11 | |||
|
| |||||
|
| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
|
|
|
| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
17
| CUSIP No. 874696 107 | |||||
|
| |||||
|
| 1 | Names of Reporting Persons | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
| (a) | o | ||
|
|
| (b) | x | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Source of Funds (See Instructions) | |||
|
| |||||
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
| |||||
|
| 6 | Citizenship or Place of Organization | |||
|
| |||||
| Number of | 7 | Sole Voting Power | |||
|
| |||||
| 8 | Shared Voting Power | ||||
|
| |||||
| 9 | Sole Dispositive Power | ||||
|
| |||||
| 10 | Shared Dispositive Power | ||||
|
| |||||
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
|
| |||||
|
| 13 | Percent of Class Represented by Amount in Row 11 | |||
|
| |||||
|
| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
|
|
|
| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
18
| CUSIP No. 874696 107 | |||||
|
| |||||
|
| 1 | Names of Reporting Persons | |||
|
| |||||
|
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
|
|
| (a) | o | ||
|
|
| (b) | x | ||
|
| |||||
|
| 3 | SEC Use Only | |||
|
| |||||
|
| 4 | Source of Funds (See Instructions) | |||
|
| |||||
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
|
| |||||
|
| 6 | Citizenship or Place of Organization | |||
|
| |||||
| Number of | 7 | Sole Voting Power | |||
|
| |||||
| 8 | Shared Voting Power | ||||
|
| |||||
| 9 | Sole Dispositive Power | ||||
|
| |||||
| 10 | Shared Dispositive Power | ||||
|
| |||||
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
|
| |||||
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13 | Percent of Class Represented by Amount in Row 11 | |||
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| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
|
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|
| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
19
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| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
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| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
20
| CUSIP No. 874696 107 | |||||
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
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| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
21
| CUSIP No. 874696 107 | |||||
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| 13 | Percent of Class Represented by Amount in Row 11 | |||
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| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
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| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
22
| CUSIP No. 874696 107 | |||||
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| 1 | Names of Reporting Persons | |||
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| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| 3 | SEC Use Only | |||
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 9 | Sole Dispositive Power | ||||
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| 13 | Percent of Class Represented by Amount in Row 11 | |||
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| 14 | Type of Reporting Person (See Instructions) | |||
| * | Beneficial ownership of the Class A shares referred to herein is being reported hereunder solely because the Reporting Persons own (i) 39,798,058 Class B shares owned of record by KIA VIII and (ii) 6,929,545 Class B shares owned of record by KEP VI AIV, which are exchangeable for Class A shares as described herein. Pursuant to the Partnership Agreement, KIA VIII and KEP VI AIV will each have the benefit of the Exchange Right. As a result, the Reporting Persons may be deemed to beneficially own the Class A shares receivable upon election of the Exchange Right. See Items 3 through 5 hereof. |
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| ** | Based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the outstanding Class B shares (46,727,603) and a corresponding number of Units held by the Reporting Persons were exchanged for newly-issued Class A shares on a one-for-one basis, for a combined total of 203,081,364 Class A shares. This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent approximately 16.7% of the Class A shares. On all matters where the Issuers shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. |
23
Amendment No. 4 to Schedule 13D
This Amendment No. 4 amends and supplements the Schedule 13D, dated May 22, 2015, as amended and supplemented to date.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding the following after the last paragraph:
On January 30, 2019, KIA VIII and KEP VI AIV entered into a Purchase Agreement (the Purchase Agreement) with Holdings and the other seller parties named therein (collectively the Sellers), Prairie GP Acquiror LLC, a Delaware limited liability company (GP Acquiror), Prairie ECI Acquiror LP, a Delaware limited partnership (Up-C Acquiror 1), Prairie VCOC Acquiror LP, a Delaware limited partnership (Up-C Acquiror 2 and together with Up-C Acquiror 1, Up-C Acquirors), and Prairie Non-ECI Acquiror LP, a Delaware limited partnership (Class A Acquiror, and together with GP Acquiror and Up-C Acquirors, the Blackstone Acquirors), and David G. Dehaemers, Jr., John T. Raymond and Frank J. Loverro, as Seller Representatives, pursuant to which the Blackstone Acquirors agreed to purchase the Subject Interests (as defined below) from the Sellers for an aggregate purchase price of $3,272,860,010 (the Subject Interests Acquisition).
Upon the terms and subject to the conditions set forth in the Purchase Agreement, (a) Tallgrass KC, LLC will transfer to certain members of management an aggregate of 2,417,598 Exchange Units, which will continue to be owned by such members of management following the closing of the Subject Interests Acquisition, (b) following such transfer by Tallgrass KC, LLC, (i) GP Acquiror will purchase from Holdings 100% of the outstanding membership interests (the GP Interests) in the General Partner, (ii) Up-C Acquirors will purchase from certain sellers (the Sponsors) and David G. Dehaemers, Jr. Revocable Trust an aggregate of 121,470,296 Exchange Units (collectively, the Up-C Interests), a portion of which may be exchanged for Class A shares by certain of the Sponsors immediately following the transfer by Tallgrass KC, LLC described above and, following such exchange, purchased by Class A Acquiror instead Up-C Acquirors, and (iii) Class A Acquiror will purchase from David G. Dehaemers, Jr. Revocable Trust and William R. Moler Revocable Trust an aggregate of 3,210,085 Class A shares (in addition to any Class A shares into which Up-C Interests are exchanged prior to the purchase thereof by Up-C Acquirors) (collectively, and together with the GP Interests and the Up-C Interests, the Subject Interests), and (c) immediately thereafter, Holdings will distribute 100% of the consideration received by Holdings for the GP Interests to its members in accordance with the Second Amended and Restated Limited Liability Company Agreement of Holdings. The other holders of outstanding Exchange Units not named as Sellers in the Purchase Agreement will have the opportunity, prior to the closing of the Subject Interests Acquisition, to join as parties to the Purchase Agreement and, pursuant thereto, to sell the Units and Class B shares owned by them on the same terms and subject to the same conditions as set forth in the Purchase Agreement with respect to the Sellers. Such other holders hold an aggregate of 1,076,195 Exchange Units. If any of such other holders of outstanding Exchange Units elect not to join as parties to the Purchase Agreement, the aggregate purchase price payable in the Subject Interests Acquisition will be reduced accordingly.
Pursuant to the terms of the Purchase Agreement, until the closing of the Subject Interests Acquisition or the termination of the Purchase Agreement, the Sellers and their representatives agree not to enter into a transaction with any third party involving the disposition of the Subject Interests, except for the Subject Interests Acquisition. Additionally, the Purchase Agreement contemplates certain potential changes to the directors of the Issuer, the General Partner, Tallgrass Equity, LLC and their respective subsidiaries, which would be effective as of the closing of the Subject Interests Acquisition, as well as certain changes to the employment and compensation arrangements for certain officers of the Issuer, the General Partner, Tallgrass Equity, LLC and their respective subsidiaries, which would become effective following the closing of the Subject Interests Acquisition.
The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached to this Amendment No. 4 as Exhibit 99.10, and is incorporated by reference herein.
24
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a) KIA VIII owns of record 39,798,058 Class B shares and KEP VI AIV owns of record 6,929,545 Class B shares, which, based on the total number of Class A shares (156,353,761) issued and outstanding as of January 30, 2019, the date on which the Purchase Agreement was executed, and assuming the Reporting Persons exercise of the Exchange Right in full, represents 19.6% and 3.4% of the outstanding Class A shares (on an as-converted basis assuming full exercise of the Reporting Persons Exchange Right). This calculation does not include exchange of the 77,160,290 Exchange Units held by other Exchange Right Holders, which may be exchanged at the option of the respective holders thereof for an aggregate of 77,160,290 newly-issued Class A shares as described herein. Assuming the conversion of all such Exchange Units pursuant to the Exchange Right, the Reporting Persons beneficial ownership would represent an aggregate of approximately 16.7% of the Class A shares.
Kelso GP VIII, LLC (GP VIII, LLC) is the general partner of KIA VIII (Rubicon) GP, L.P. (GP VIII, L.P. and, together with GP VIII, LLC, the Kelso GPs). GP VIII, L.P. is the general partner of KIA VIII. Neither of the Kelso GPs owns of record any Class B shares or other equity of the Issuer. However, GP VIII, LLC and GP VIII, L.P. could be deemed to share beneficial ownership of securities owned of record or deemed to be beneficially owned by KIA VIII. GP VIII, LLC and GP VIII, L.P. each disclaim beneficial ownership of all of the securities reported herein pursuant to Rule 13d-4 under the Act, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for the purposes of Sections 13(d) or 13(g) of the Act or for any other purposes.
KIA VIII and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the others securities. KIA VIII and KEP VI AIV each disclaim beneficial ownership of all of the securities deemed to be beneficially owned by the other pursuant to Rule 13d-4 under the Act, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for the purposes of Sections 13(d) or 13(g) of the Act or for any other purposes.
Neither of the Kelso GPs owns of record any Class B shares or other equity of the Issuer. However, the Kelso GPs and KEP VI AIV, due to their common control, could be deemed to beneficially own each of the others securities. The Kelso GPs and KEP VI AIV each disclaim beneficial ownership of all of the securities owned of record or deemed to be beneficially owned by the other or owned of record by KIA VIII pursuant to Rule 13d-4 under the Act, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of all of the reported securities for the purposes of Sections 13(d) or 13(g) of the Act or for any other purposes.
None of Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim, Henry Mannix, III, Matthew S. Edgerton and Stephen C. Dutton (the Kelso Individuals) owns of record any Class B shares or other equity of the Issuer. However, the Kelso Individuals could be deemed to share beneficial ownership of securities owned of record by KIA VIII and KEP VI AIV or deemed to be beneficially owned by GP VIII, LLC or GP VIII, L.P., by virtue of their status as managing members of KEP VI AIV and of GP VIII, LLC. The Kelso Individuals each disclaim beneficial ownership of such securities pursuant to Rule 13d-4 under the Act, and this report shall not be deemed to be an admission that any of the Kelso Individuals is the beneficial owner of these securities for the purposes of Sections 13(d) or 13(g) of the Act or for any other purposes.
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons (other than by KIA VIII and KEP VI AIV, solely with respect to their respective holdings of the Class B shares that they own of record) that it is the beneficial owner of any of the Class B shares referred to herein for the purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed by each Reporting Person (other than by KIA VIII and KEP VI AIV, solely with respect to their respective holdings of the Class B shares that they own of record).
(b) The information set forth in Items 7 through 11 of the cover pages hereto and the information set forth in Item 2 hereof are incorporated herein by reference.
25
(c) The information set forth in Item 4 hereof is incorporated herein by reference. Except as otherwise set forth in this Schedule 13D, none of the Reporting Persons has effected any transactions in Class A shares or Exchange Units in the past 60 days.
(d) Class B shares are not entitled to receive distributions, and are not registered under the Securities Act of 1933, as amended, and as such are subject to restrictions on transfer. Subject to the foregoing, and taking into account the Exchange Rights with respect to the Class B shares, the Reporting Persons have the right to receive distributions on Class A shares received in exchange for, and the proceeds from the sale of, the Class B shares reported by such Reporting Persons on the cover pages of this Schedule 13D and in this Item 5.
(e) Not applicable.
Item 7. Material to Be Filed as Exhibits.
Item 7 is hereby amended and supplemented by adding the following exhibit in numerical order:
| Exhibit 99.10 |
| Purchase Agreement, dated January 30, 2019, by and among Tallgrass Energy Holdings, LLC, Tallgrass Holdings, LLC, KIA VIII (Rubicon), L.P., KEP VI AIV (Rubicon), LLC, Tallgrass KC, LLC, William R. Moler, David G. Dehaemers, Jr. Revocable Trust, Prairie GP Acquiror LLC, Prairie ECI Acquiror LP, Prairie VCOC Acquiror LP, Prairie Non-ECI Acquiror LP, and David G. Dehaemers, Jr., John T. Raymond and Frank J. Loverro, as Seller Representatives dated July 1, 2018. |
[Signatures Follow]
26
SIGNATURE
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: February 1, 2019
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| Kelso GP VIII, LLC | |
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| KIA VIII (Rubicon) GP, L.P. | |
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| KIA VIII (Rubicon), L.P. | |
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| KEP VI AIV (Rubicon), LLC | |
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| Frank T. Nickell | |
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| Thomas R. Wall, IV | |
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| George E. Matelich | |
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| Michael B. Goldberg | |
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| David I. Wahrhaftig | |
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| Frank K. Bynum, Jr. | |
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| Philip E. Berney | |
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| Frank J. Loverro | |
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| James J. Connors, II | |
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| Church M. Moore | |
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| Stanley de J. Osborne | |
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| Christopher L. Collins | |
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| A. Lynn Alexander | |
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| Howard A. Matlin | |
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| John K. Kim | |
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| Henry Mannix, III | |
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| Matthew S. Edgerton | |
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| Stephen C. Dutton | |
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| *By: | /s/ Rosanna Leone |
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| Rosanna Leone |
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| Attorney-in-Fact** |
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** The Powers of Attorney filed with the Securities and Exchange Commission with the Forms 3, dated May 11, 2015, in respect of the securities of Tallgrass Energy GP, LP by Kelso GP VIII, LLC, KIA VIII (Rubicon) GP, L.P., KIA VIII (Rubicon), L.P., KEP VI AIV (Rubicon), LLC, Frank T. Nickell, Thomas R. Wall, IV, George E. Matelich, Michael B. Goldberg, David I. Wahrhaftig, Frank K. Bynum, Jr., Philip E. Berney, Frank J. Loverro, James J. Connors, II, Church M. Moore, Stanley de J. Osborne, Christopher L. Collins, A. Lynn Alexander, Howard A. Matlin, John K. Kim and Henry Mannix, III and the Powers of Attorney filed with the Securities and Exchange Commission with the Forms 3, dated March 21, 2016, in respect of the securities of Tallgrass Energy GP, LP by Matthew S. Edgerton and Stephen C. Dutton are hereby incorporated by reference.
30