Filing Details
- Accession Number:
- 0001193125-21-073563
- Form Type:
- 13D Filing
- Publication Date:
- 2021-03-08 20:19:52
- Filed By:
- Harvest Fund Advisors Llc
- Company:
- Tc Pipelines Lp (NYSE:TCP)
- Filing Date:
- 2021-03-09
- 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 |
|---|---|---|---|---|---|---|
| Harvest Fund Advisors | 0 | 0 | 0 | 0 | 0 | 0% |
| Harvest Fund Holdco | 0 | 0 | 0 | 0 | 0 | 0% |
| Blackstone Harvest Holdco | 0 | 0 | 0 | 0 | 0 | 0% |
| Blackstone Intermediary Holdco | 0 | 0 | 0 | 0 | 0 | 0% |
| Blackstone Advisory Partners | 0 | 0 | 0 | 0 | 0 | 0% |
| Blackstone Advisory Services | 0 | 0 | 0 | 0 | 0 | 0% |
| Blackstone Holdings I | 0 | 0 | 0 | 0 | 0 | 0% |
| Blackstone Holdings I II GP | 0 | 0 | 0 | 0 | 0 | 0% |
| The Blackstone Group Inc | 0 | 0 | 0 | 0 | 0 | 0% |
| Blackstone Group Management | 0 | 0 | 0 | 0 | 0 | 0% |
| Stephen A. Schwarzman | 0 | 0 | 0 | 0 | 0 | 0% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
(Amendment No. 1)
TC PIPELINES, LP
(Name of Issuer)
Common Units Representing Limited Partner Interests
(Title of Class of Securities)
87233Q108
(CUSIP Number)
Anthony Merhige
Harvest Fund Advisors LLC
100 West Lancaster Avenue, Suite 200
Wayne, Pennsylvania 19087
Tel: (610) 341-9700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 3, 2021
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons 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).
SCHEDULE 13D
| CUSIP No. 87233Q108 | 2 |
| 1 | NAMES OF REPORTING PERSONS
Harvest Fund Advisors LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IA | |||||
SCHEDULE 13D
| CUSIP No. 87233Q108 | 3 |
| 1 | NAMES OF REPORTING PERSONS
Harvest Fund Holdco L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
SCHEDULE 13D
| CUSIP No. 87233Q108 | 4 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Harvest Holdco L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
SCHEDULE 13D
| CUSIP No. 87233Q108 | 5 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Intermediary Holdco L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
SCHEDULE 13D
| CUSIP No. 87233Q108 | 6 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Advisory Partners L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
SCHEDULE 13D
| CUSIP No. 87233Q108 | 7 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Advisory Services L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
SCHEDULE 13D
| CUSIP No. 87233Q108 | 8 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Holdings I L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
SCHEDULE 13D
| CUSIP No. 87233Q108 | 9 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Holdings I/II GP L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
SCHEDULE 13D
| CUSIP No. 87233Q108 | 10 |
| 1 | NAMES OF REPORTING PERSONS
The Blackstone Group Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
SCHEDULE 13D
| CUSIP No. 87233Q108 | 11 |
| 1 | NAMES OF REPORTING PERSONS
Blackstone Group Management L.L.C. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING 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
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
SCHEDULE 13D
| CUSIP No. 87233Q108 | 12 |
| 1 | NAMES OF REPORTING PERSONS
Stephen A. Schwarzman | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
OO | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
Explanatory Note
This Amendment No. 1 (Amendment No. 1) to Schedule 13D amends the initial statement on Schedule 13D filed on November 5, 2020, (as so amended, the Schedule 13D). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
The Reporting Persons are filing this Amendment No. 1 to report the exchange of interests in TC PipeLines, LP (the Issuer) for securities in TC Energy Corporation (TC Energy), pursuant to the transactions contemplated by the Agreement and Plan of Merger, dated as of December 14, 2020 (the Merger Agreement), by and among the Issuer, TC PipeLines GP, Inc., TC Energy, TransCan Northern Ltd., TransCanada PipeLine USA Ltd., and TCP Merger Sub, LLC (Merger Sub). Pursuant to the Merger Agreement, on March 3, 2021 Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving entity and an indirect wholly owned subsidiary of TC Energy (the Merger).
As a result of the Merger, each common unit of the Issuer representing limited partner interests of the Issuer (each, a Common Unit) issued and outstanding immediately prior to the effective time of the Merger (excluding certain Excluded Units, as defined in the Merger Agreement) was cancelled in exchange for the right to receive from TC Energy 0.70 common shares of TC Energy.
Item 5. Interest in Securities of the Issuer.
Item of the Schedule 13D is hereby amended and restated as follows:
(a) and (b) As of the date hereof, the Reporting Persons do not beneficially own any Common Units.
(c) Except as set forth in Schedule I of this Amendment No. 1 and as described in the Explanatory Note, none of the Reporting Persons has effected any transaction in the past 60 days in Common Units.
(d) Not applicable.
(e) On March 3, 2021, following the closing of the Merger, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Common Units.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Items 6 of the Schedule 13D are hereby amended and restated as follows:
As of the date hereof, the Reporting Persons and their affiliates no longer have any cash settled swaps outstanding with respect to the Common Units.
13
SIGNATURES
After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 8, 2021
| HARVEST FUND ADVISORS LLC | ||
| By: | /s/ Anthony Merhige | |
| Name: | Anthony Merhige | |
| Title: | Senior Managing Director | |
| HARVEST FUND HOLDCO L.P. | ||
| By: Blackstone Harvest Holdco L.L.C., its General Partner | ||
| By: | /s/ Marisa Beeney | |
| Name: | Marisa Beeney | |
| Title: | Authorized Person | |
| BLACKSTONE HARVEST HOLDCO L.L.C. | ||
| By: Blackstone Intermediary Holdco L.L.C., its Sole Member | ||
| By: Blackstone Advisory Partners L.P., its Sole Member | ||
| By: Blackstone Advisory Services L.L.C., its General Partner | ||
| By: Blackstone Holdings I L.P., its Sole Member | ||
| By: Blackstone Holdings I/II GP L.L.C., its General Partner | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Senior Managing Director - Assistant Secretary | |
| BLACKSTONE INTERMEDIARY HOLDCO L.L.C. | ||
| By: Blackstone Advisory Partners L.P., its Sole Member | ||
| By: Blackstone Advisory Services L.L.C., its General Partner | ||
| By: Blackstone Holdings I L.P., its Sole Member | ||
| By: Blackstone Holdings I/II GP L.L.C., its General Partner | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Senior Managing Director - Assistant Secretary | |
| BLACKSTONE ADVISORY PARTNERS L.P. | ||
| By: Blackstone Advisory Services L.L.C., its General Partner | ||
| By: Blackstone Holdings I L.P., its Sole Member | ||
| By: Blackstone Holdings I/II GP L.L.C., its General Partner | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Senior Managing Director - Assistant Secretary | |
| BLACKSTONE ADVISORY SERVICES L.L.C. | ||
| By: Blackstone Holdings I L.P., its Sole Member | ||
| By: Blackstone Holdings I/II GP L.L.C., its General Partner | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Senior Managing Director - Assistant Secretary | |
| BLACKSTONE HOLDINGS I L.P. | ||
| By: Blackstone Holdings I/II GP L.L.C., its General Partner | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Senior Managing Director - Assistant Secretary | |
| BLACKSTONE HOLDINGS I/II GP L.L.C. | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Senior Managing Director - Assistant Secretary | |
| THE BLACKSTONE GROUP INC. | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Senior Managing Director - Assistant Secretary | |
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ Tabea Hsi | |
| Name: | Tabea Hsi | |
| Title: | Senior Managing Director - Assistant Secretary | |
| /s/ Stephen A. Schwarzman | ||
| Stephen A. Schwarzman | ||
SCHEDULE I TO AMENDMENT NO. 1
The below reflects the transactions in Common Units effected by the Reporting Persons during the past 60 days, other than as described in the Explanatory Note to Amendment No. 1. All transactions occurred in the open market.
| Date | Common Units Purchased/(Sold) | Weighted Average Trading Price per Common Unit | Purchaser/Seller | |||||||
| 1/7/2021 | 1,560.00 | $ | 30.4729 | Harvest Fund Advisors LLC* | ||||||
| 1/7/2021 | 12,633.00 | $ | 30.0348 | Harvest Fund Advisors LLC* | ||||||
| 1/11/2021 | 76.00 | $ | 29.9200 | Harvest Fund Advisors LLC* | ||||||
| 1/20/2021 | 3,579.00 | $ | 30.9944 | Harvest Fund Advisors LLC* | ||||||
| 1/22/2021 | 8,880.00 | $ | 31.0600 | Harvest Fund Advisors LLC* | ||||||
| 1/25/2021 | 417.00 | $ | 30.8378 | Harvest Fund Advisors LLC* | ||||||
| 1/25/2021 | 7,000.00 | $ | 30.8600 | Harvest Fund Advisors LLC* | ||||||
| 1/28/2021 | 36,335.00 | $ | 30.1150 | Harvest Fund Advisors LLC* | ||||||
| 1/28/2021 | 94.00 | $ | 30.2250 | Harvest Fund Advisors LLC* | ||||||
| 1/29/2021 | 2,522.00 | $ | 30.0430 | Harvest Fund Advisors LLC* | ||||||
| 2/25/2021 | 14,761.00 | $ | 30.2300 | Harvest Fund Advisors LLC* | ||||||
| 2/26/2021 | 19,496.00 | $ | 29.3400 | Harvest Fund Advisors LLC* | ||||||
| 3/1/2021 | 8,544.00 | $ | 29.6100 | Harvest Fund Advisors LLC* | ||||||
| 1/11/2021 | (4,872.00 | ) | $ | 29.8680 | Harvest Fund Advisors LLC* | |||||
| 1/12/2021 | (487.00 | ) | $ | 30.1377 | Harvest Fund Advisors LLC* | |||||
| 1/12/2021 | (4,500.00 | ) | $ | 29.8527 | Harvest Fund Advisors LLC* | |||||
| 1/21/2021 | (795.00 | ) | $ | 31.6848 | Harvest Fund Advisors LLC* | |||||
| 1/22/2021 | (8,880.00 | ) | $ | 31.0600 | Harvest Fund Advisors LLC* | |||||
| 1/25/2021 | (7,000.00 | ) | $ | 30.8600 | Harvest Fund Advisors LLC* | |||||
| 1/26/2021 | (4,384.00 | ) | $ | 30.8878 | Harvest Fund Advisors LLC* | |||||
| 1/27/2021 | (7,422.00 | ) | $ | 30.1452 | Harvest Fund Advisors LLC* | |||||
| 1/28/2021 | (34,808.00 | ) | $ | 30.1150 | Harvest Fund Advisors LLC* | |||||
| 1/28/2021 | (497.00 | ) | $ | 30.1150 | Harvest Fund Advisors LLC* | |||||
| 1/28/2021 | (1,030.00 | ) | $ | 30.1150 | Harvest Fund Advisors LLC* | |||||
| 2/4/2021 | (242.00 | ) | $ | 29.4317 | Harvest Fund Advisors LLC* | |||||
| 2/5/2021 | (230.00 | ) | $ | 29.9000 | Harvest Fund Advisors LLC* | |||||
| 2/17/2021 | (1,131.00 | ) | $ | 30.9610 | Harvest Fund Advisors LLC* | |||||
| 2/19/2021 | (4,809.00 | ) | $ | 31.1247 | Harvest Fund Advisors LLC* | |||||
| 2/25/2021 | (3,078.00 | ) | $ | 30.1502 | Harvest Fund Advisors LLC* | |||||
| 2/25/2021 | (14,761.00 | ) | $ | 30.2300 | Harvest Fund Advisors LLC* | |||||
| 2/26/2021 | (2,138.00 | ) | $ | 29.4500 | Harvest Fund Advisors LLC* | |||||
| 2/26/2021 | (19,496.00 | ) | $ | 29.3400 | Harvest Fund Advisors LLC* | |||||
| 3/1/2021 | (8,544.00 | ) | $ | 29.6100 | Harvest Fund Advisors LLC* | |||||
| * | Reflects transactions in the Common Units effected by Harvest Fund Advisors LLC on behalf of the funds and accounts it manages. |