Sec Form 13D Filing - Blackstone Holdings III L.P. @ Tallgrass Energy LP

Sec Form 13D Filing - Blackstone Holdings III L.P. filing for Tallgrass Energy LP (TGE) - 2020-02-19

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Tallgrass Energy, LP

(Name of Issuer)

Class A Shares Representing Limited Partner Interests

(Title of Class of Securities)

874696107

(CUSIP Number)

John G. Finley

The Blackstone Group Inc.

345 Park Avenue

New York, NY 10154

Tel: (212) 583-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 14, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1		Name of Reporting Person Prairie ECI Acquiror LP
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Prairie Non-ECI Acquiror LP
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Prairie VCOC Acquiror LP
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Prairie Secondary Acquiror LP
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Prairie Secondary Acquiror E LP
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person BIP Holdings Manager L.L.C.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Blackstone Infrastructure Associates L.P.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person BIA GP L.P.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person BIA GP L.L.C.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Blackstone Holdings III L.P.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Quebec, Canada


1		Name of Reporting Person Blackstone Holdings III GP L.P.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Blackstone Holdings III GP Management L.L.C.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Blackstone Holdings II L.P.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Blackstone Holdings I/II GP L.L.C.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person The Blackstone Group Inc.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Blackstone Group Management L.L.C.
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization Delaware


1		Name of Reporting Person Stephen A. Schwarzman
2		Check the Appropriate Box if a Member of a Group (A): ☐ (B): ☒
3		SEC Use Only
4		Source of Funds OO
5		Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(D) or 2(E) ☐
6		Citizenship or Place of Organization United States of America

This Amendment No. 7 to Schedule 13D (this “Amendment No. 7”) relates to the Class A Shares Representing Limited Partner Interests (the “Class A Shares”) of Tallgrass Energy, LP, a Delaware limited partnership (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on March 11, 2019 (the “Original 13D”), as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the SEC on March 25, 2019, Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the SEC on May 13, 2019, Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the SEC on August 1, 2019, Amendment No. 4 to Schedule 13D filed by the Reporting Persons with the SEC on August 28, 2019, Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the SEC on September 26, 2019 and Amendment No. 6 to the Schedule 13D filed by the Reporting Persons with the SEC on December 18, 2019 (collectively, the “Schedule 13D”). This Amendment No. 7 reflects, among other things, that in connection with the conversion by The Blackstone Group L.P., a Delaware limited partnership, into a Delaware corporation named The Blackstone Group Inc., which became effective on July 1, 2019 (the “Blackstone Conversion”), interests in BIA GP L.P. and BIA GP L.L.C. were transferred from Blackstone Holdings III L.P. to Blackstone Holdings II L.P. pursuant to an internal reorganization effective as of January 31, 2020. The above described reorganization did not involve any purchase or sale of securities of the Issuer. This Amendment No. 7 also represents an initial filing of Schedule 13D by Blackstone Holdings II L.P. and Blackstone Holdings I/II GP L.L.C. in connection with such reorganization. Capitalized terms used but not defined in this Amendment No. 7 shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 7 does not modify any of the information previously reported in the Schedule 13D.

Item 2.

Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a)-(b) The Schedule 13D is being filed by the following Reporting Persons:

(i)

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, the “Up-C Acquirors”) and Prairie Non-ECI Acquiror LP, a Delaware limited partnership (“Class A Acquiror”);

(ii)

Prairie Secondary Acquiror LP, a Delaware limited partnership (“Secondary Acquiror 1”), and Prairie Secondary Acquiror E LP, a Delaware limited partnership (“Secondary Acquiror 2” and, collectively with Secondary Acquiror 1, “Prairie Secondary Acquirors”);

(iii)

BIP Holdings Manager L.L.C., a Delaware limited liability company (“Holdings Manager”); Blackstone Infrastructure Associates L.P., a Delaware limited partnership (“Blackstone Infrastructure”); BIA GP L.P., a Delaware limited partnership; BIA GP L.L.C., a Delaware limited liability company; Blackstone Holdings II L.P., a limited partnership formed in Quebec, Canada; Blackstone Holdings I/II GP L.L.C., a Delaware limited liability company; The Blackstone Group Inc., a Delaware corporation (“Blackstone”), and Blackstone Group Management L.L.C., a Delaware limited liability company (collectively with Up-C Acquiror 1, Up-C Acquiror 2, Class A Acquiror, Secondary Acquiror 1 and Secondary Acquiror 2, the “Blackstone Entities”); and

(iv)

Stephen A. Schwarzman, a citizen of the United States of America.

The principal business address of each of the Reporting Persons is c/o The Blackstone Group, Inc., 345 Park Avenue, New York, New York 10154.

Information regarding each director and executive officer of The Blackstone Group Inc. is set forth on Schedule I attached hereto.

(c) The principal business of each of Up-C Acquiror 1, Up-C Acquiror 2, Class A Acquiror, Secondary Acquiror 1 and Secondary Acquiror 2 is investing in securities of the Issuer.

The principal business of Holdings Manager is performing the functions of, and serving as, the general partner of each of the Up-C Acquirors, Class A Acquiror, the Prairie Secondary Acquirors and other affiliated Blackstone entities. The principal business of Blackstone Infrastructure is performing the functions of, and serving as, the managing member of Holdings Manager and other affiliated Blackstone entities. The principal business of BIA GP L.P. is performing the functions of, and serving as, the general partner of Blackstone Infrastructure and other affiliated Blackstone entities. The principal business of BIA GP L.L.C. is performing the functions of, and serving as, the general partner of BIA GP L.P. and other affiliated Blackstone entities.

The principal business of Blackstone Holdings II L.P. is performing the functions of, and serving as, the managing member (or similar position) and member or equity holder in various affiliated Blackstone entities. The principal business of Blackstone Holdings I/II GP L.L.C. is performing the functions of, and serving as, a general partner of Blackstone Holdings II L.P. and other affiliated Blackstone entities. The principal business of The Blackstone Group Inc. is performing the functions of, and serving as, the sole member of Blackstone Holdings I/II GP L.L.C., and in a similar capacity for other affiliated Blackstone entities. The principal business of Blackstone Group Management L.L.C. is performing the functions of, and serving as, the sole holder of the Class C common stock of The Blackstone Group Inc.

The principal occupation of Mr. Schwarzman is serving as an executive of The Blackstone Group Inc. and Blackstone Group Management L.L.C.

(d) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons set forth on Schedule I attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See Items 2(a)-(b) above for place of organization or citizenship of each of the Reporting Persons.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 3:

On January 24, 2020, the Debt Commitment Letter and the Side Letter were each amended and restated to add MUFG Bank, Ltd. and Blackstone Holdings Finance Co. L.L.C. as Financing Banks party thereto (such amended and restated Debt Commitment Letter, the “Amended and Restated Debt Commitment Letter” and such amended and restated Side Letter, the “Amended and Restated Side Letter”). On January 31, 2020, Buyer delivered notice under the Amended and Restated Side Letter of its election to pursue the financing contemplated under the Amended and Restated Debt Commitment Letter, thereby terminating the Alternative Debt Commitment Letter.

On February 4, 2020, the Loan Parties and Holdings Manager entered into an Amendment No. 1 to the Credit Agreement (“Amendment No. 1 to Credit Agreement”) with Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the lenders party thereto to, among other things, permit the transactions contemplated by the Merger Agreement and certain related transactions and to permit the Borrowers to incur increased incremental commitments thereunder for purposes of funding a portion of the Merger Consideration and related fees and expenses.

On February 14, 2020, the Loan Parties and Holdings Manager entered into Incremental Amendment No. 1 to Credit Agreement (“Incremental Amendment No. 1 to Credit Agreement”) with Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent and the lenders party thereto to, among other things, establish commitments for incremental loans in an aggregate principal amount of $375,000,000 under the Credit Agreement, which the Borrowers can elect to draw under for purposes of funding a portion of the Merger Consideration and related fees and expenses on the terms and conditions set forth in the Incremental Amendment No. 1.

The foregoing descriptions of the Amendment No 1. to Credit Agreement, Incremental Amendment No. 1 to Credit Agreement, Amended and Restated Debt Commitment Letter and Amended and Restated Side Letter do not purport to be complete and are qualified in their entirety by the full text of such agreements, which are attached as exhibits to this Schedule 13D and are incorporated herein by reference.

Additionally, in connection with the Blackstone Conversion, pursuant to an internal reorganization effective as of January 31, 2020, interests in BIA GP L.P. and BIA GP L.L.C. were transferred from Blackstone Holdings III L.P. to Blackstone Holdings II L.P. Upon completion of the reorganization described herein, Blackstone Holdings II L.P. and Blackstone Holdings I/II GP L.L.C., the general partner of Blackstone Holdings II L.P., may now be deemed to be the beneficial owners of all or a portion of the securities of Tallgrass Energy, LP reported herein.

Item 5.

Interest in Securities of the Issuer.

Item 5(a) – (b) of the Schedule 13D is hereby amended and restated as follows:

Calculations of the percentage of Class A Shares beneficially owned are calculated in accordance with Rule 13d-3 and assumes that there are 280,287,730 Class A Shares outstanding (other than for (i) Class A Acquiror and the Prairie Secondary Acquirors, which assumes 179,632,609 Class A Shares outstanding, (ii) Up-C Acquiror 1, which assumes 272,411,402 Class A Shares outstanding and (iii) Up-C Acquiror 2, which assumes 187,508,937 Class A Shares are outstanding), which takes into account the number of TE Units that may be deemed to be beneficially owned by the Reporting Persons, as applicable, which are exchangeable together with Class B Shares for a corresponding number of Class A Shares, pursuant to the TGE LP Agreement (defined in Item 6 below).

The aggregate number and percentage of Class A Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

Class A Acquiror directly holds 21,751,018 Class A Shares.

Up-C Acquiror 1 directly holds 92,778,793 Class B Shares and a corresponding number of TE Units, and Up-C Acquiror 2 directly holds 7,876,328 Class B Shares and a corresponding number of TE Units.

Secondary Acquiror 1 directly holds 773,510 Class A Shares, and Secondary Acquiror 2 directly holds 1,127,935 Class A Shares.

Holdings Manager is the general partner of each of the Up-C Acquirors, Class A Acquiror and each of the Prairie Secondary Acquirors. Blackstone Infrastructure is the sole member of Holdings Manager. BIA GP L.P. is the general partner of Blackstone Infrastructure. BIA GP L.L.C. is the general partner of BIA GP L.P. Blackstone Holdings II L.P. is the sole member of BIA GP L.L.C. Blackstone Holdings I/II GP L.L.C. is the general partner of Blackstone Holdings II L.P. The Blackstone Group Inc. is the sole member of Blackstone Holdings I/II GP L.L.C. Blackstone Group Management L.L.C. is the sole holder of the Class C common stock of The Blackstone Group Inc. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than the Acquirors to the extent they directly hold the securities reported on this Schedule 13D) is the beneficial owner of the Class A Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed. Each Reporting Person expressly disclaims beneficial ownership of such Class A Shares and any assertion or presumption that it or he and the other persons on whose behalf this Schedule 13D is filed constitute a “group.”

In accordance with the Securities and Exchange Commission Release No. 34-39538 (the “Release”), this filing does not reflect securities, if any, beneficially owned by the Harvest Fund Advisors LLC business, a subsidiary business of The Blackstone Group Inc., whose ownership of securities is disaggregated from that of the rest of The Blackstone Group Inc. and its other affiliates in accordance with the Release.

By virtue of an Equityholders Agreement, dated March 11, 2019, by and among certain of the Reporting Persons and their equityholders, Jasmine Ventures Pte. Ltd. and certain of its affiliates (“GIC”), and Enagas Holding USA, S.L.U. and certain of its affiliates (“Enagas”), may each be deemed to be a member of a “group” for purposes of Section 13(d) of the Exchange Act. However, neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that the Reporting Persons, GIC and Enagas are members of any such group. Each of GIC and Enagas (collectively, the “Separately Reporting Persons”) has separately made a Schedule 13D filing reporting the Class A Shares they may be deemed to beneficially own. Collectively, the Reporting Persons, GIC and Enagas beneficially own an aggregate of 124,307,584 Class A Shares, representing approximately 44.35% of the outstanding Class A Shares. Each Reporting Person disclaims beneficial ownership of the Class A Shares that may be deemed to be beneficially owned by GIC and Enagas.

Item 5(c) of the Schedule 13D is hereby amended by inserting the following information at the end of Item 5(c):

Except as set forth in this Amendment No. 7, none of the Reporting Persons has effected any transactions in Class A Shares during the past 60 days.

Item 5(e) of the Schedule 13D is hereby amended by the following:

Pursuant to the reorganization described above in this Amendment No. 7, as of January 31, 2020, Blackstone Holdings III L.P., Blackstone Holdings III GP L.P. and Blackstone Holdings III GP Management L.L.C. were no longer deemed to beneficially own more than five percent of the outstanding Class A Shares.

Item 7.

Material to Be Filed as Exhibits.

Item 7 is hereby amended by adding the following:


Exhibit		Description

22		Amendment No. 1 to Credit Agreement, dated as of February 4, 2020, by and among Prairie ECI Acquiror LP, Prairie VCOC Acquiror LP and Prairie Non-ECI Acquiror LP, as borrowers, Prairie GP Acquiror LLC, as subsidiary guarantor, Prairie ECI Acquiror Holdco LP, Prairie VCOC Acquiror Holdco LP and Prairie Non-ECI Acquiror Holdco LP, as parent guarantors, BIP Holdings Manager L.L.C., as parent pledgor, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the lenders from time to time party thereto.

23		Incremental Amendment No. 1 to Credit Agreement, dated as of February 14, 2020, by and among Prairie ECI Acquiror LP, Prairie VCOC Acquiror LP, Prairie Merger Sub LLC and Prairie Non-ECI Acquiror LP, as borrowers, Prairie GP Acquiror LLC, as subsidiary guarantor, Prairie ECI Acquiror Holdco LP, Prairie VCOC Acquiror Holdco LP, Prairie Private Acquiror LP and Prairie Non-ECI Acquiror Holdco LP, as parent guarantors, BIP Holdings Manager L.L.C., as parent pledgor, Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the lenders from time to time party thereto.

24		Amended and Restated Debt Commitment Letter, dated January 24, 2020, by and among, among others, Prairie Private Acquiror LP, Credit Suisse Loan Funding LLC, Credit Suisse AG, Citigroup Global Markets Inc. Jefferies Finance LLC, MUFG Bank, LTD and Blackstone Holdings Finance Co. L.L.C.

25		Amended and Restated Side Letter, dated January 24, 2020, by and among, among others, Prairie Private Acquiror LP, Credit Suisse Loan Funding LLC, Credit Suisse AG, Citigroup Global Markets Inc., Jefferies Finance LLC, MUFG Bank, LTD and Blackstone Holdings Finance Co. L.L.C.

26		Joint Filing Agreement, dated as of February 19, 2020.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 19, 2020


PRAIRIE ECI ACQUIROR LP
By: BIP Holdings Manager L.L.C., its general partner

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director

PRAIRIE NON-ECI ACQUIROR LP
By: BIP Holdings Manager L.L.C., its general partner

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director

PRAIRIE VCOC ACQUIROR LP
By: BIP Holdings Manager L.L.C., its general partner

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director

PRAIRIE SECONDARY ACQUIROR LP
By: BIP Holdings Manager L.L.C., its general partner

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director

PRAIRIE SECONDARY ACQUIROR E LP
By: BIP Holdings Manager L.L.C., its general partner

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director


BIP HOLDINGS MANAGER L.L.C.

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director

BLACKSTONE INFRASTRUCTURE ASSOCIATES L.P.
By: BIA GP L.P., its general partner
By: BIA GP L.L.C., its general partner

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director

BIA GP L.P.
By: BIA GP L.L.C., its general partner

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director

BIA GP L.L.C.

By:		/s/ Sean Klimczak
Name:		Sean Klimczak
Title:		Senior Managing Director

BLACKSTONE HOLDINGS III L.P.
By: Blackstone Holdings III GP L.P., its general partner
By: Blackstone Holdings III GP Management L.L.C., its general partner

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

BLACKSTONE HOLDINGS III GP L.P.

By: Blackstone Holdings III GP Management L.L.C., its general partner

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer


BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C.

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

BLACKSTONE HOLDINGS II L.P.
By: Blackstone Holdings I/II GP L.L.C., its general partner
By: The Blackstone Group Inc., its sole member

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

BLACKSTONE HOLDINGS I/II GP L.L.C.
By: The Blackstone Group Inc., its sole member

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

THE BLACKSTONE GROUP INC.

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

BLACKSTONE GROUP MANAGEMENT L.L.C.

By:		/s/ John G. Finley
Name:		John G. Finley
Title:		Chief Legal Officer

STEPHEN A. SCHWARZMAN

By:		/s/ Stephen A. Schwarzman
By:		Stephen A. Schwarzman

SCHEDULE I

Executive Officers and Directors of The Blackstone Group Inc.

The name and principal occupation of each director and executive officer of The Blackstone Group Inc. are set forth below. The address for each person listed below is c/o The Blackstone Group Inc., 345 Park Avenue, New York, New York 10154. All executive officers and directors listed are United States citizens other than The Honorable Brian Mulroney, who is a citizen of Canada, and Sir John Antony Hood, who is a citizen of New Zealand.

OFFICERS:


Name		Present Principal Occupation or Employment

Stephen A. Schwarzman		Founder, Chairman and Chief Executive Officer of The Blackstone Group Inc.

Jonathan D. Gray		President, Chief Operating Officer of The Blackstone Group Inc.

Hamilton E. James		Executive Vice Chairman of The Blackstone Group Inc.

Michael S. Chae		Chief Financial officer of The Blackstone Group Inc.

John G. Finley		Chief Legal Officer of The Blackstone Group Inc.

Joan Solotar		Senior Managing Director – Head of Private Wealth Solutions and External Relations of The Blackstone Group Inc.

DIRECTORS:


Name		Present Principal Occupation or Employment

Stephen A. Schwarzman		Founder, Chairman and Chief Executive Officer of The Blackstone Group Inc.

Jonathan D. Gray		President, Chief Operating Officer of The Blackstone Group Inc.

Hamilton E. James		Executive Vice Chairman of The Blackstone Group Inc.

Kelly A. Ayotte		Former United States Senator from New Hampshire

James W. Breyer		Founder and Chief Executive Officer of Breyer Capital

Sir John Antony Hood		President and Chief Executive Officer of the Robertson Foundation and Chair of the Rhodes Trust

Rochelle B. Lazarus		Chairman Emeritus & Former Chief Executive Officer, Ogilvy & Mather Worldwide

Jay O. Light		Dean Emeritus, Harvard Business School

The Right Honorable Brian Mulroney		Senior Partner and International Business Consultant for the Montreal law firm, Norton Rose Canada LLP

William G. Parrett		Retired CEO and Senior Partner, Deloitte (Deloitte Touche Tohmatsu)

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

with

Sole Voting Power

0

Shared Voting Power

92,778,793

Sole Dispositive Power

0

Shared Dispositive Power

92,778,793