Sec Form 13D Filing - GIC Private Ltd filing for Tallgrass Energy LP (TGE) - 2019-12-18

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

---

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Celine Loh	Toh Tze Meng
GIC Private Limited	GIC Private Limited
168 Robinson Road	168 Robinson Road
#37-01, Capital Tower	#37-01, Capital Tower
Singapore 068912	Singapore 068912
+65 6889 8888	+65 6889 8888

1	NAMES OF REPORTING PERSONS
	GIC PRIVATE LIMITED
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			124,307,584
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			124,307,584
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	124,307,584
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	44.42% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

1	NAMES OF REPORTING PERSONS
	GIC SPECIAL INVESTMENTS PTE. LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			124,307,584
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			124,307,584
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	124,307,584
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	44.42% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

 

< td style="BORDER-RIGHT: #000000 1pt solid; VERTICAL-ALIGN: top; BORDER-BOTTOM: #000000 1pt solid; WIDTH: 5.01%">

1	NAMES OF REPORTING PERSONS
	JASMINE VENTURES PTE. LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			124,307,584
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			124,307,584
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	124,307,584
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	44.42% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

Item 1.

Security and Issuer.

 

 

 

 

(a-c,f) This Schedule 13D is filed by GIC Private Limited (“GIC”), GIC Special Investments Pte. Ltd. (“GIC SI”), and Jasmine Ventures Pte. Ltd. (referred to as “Jasmine” or “GIC Investor” and, together with GIC and GIC SI, the “Reporting Persons” and each, a “Reporting Person”).  GIC is a global investment management company established in 1981 under the Singapore Companies Act to manage the Government of Singapore’s foreign reserves.  GIC is a private company limited by shares organized under the laws of the Republic of Singapore.  GIC SI is a wholly owned subsidiary of GIC and is the private equity investment arm of GIC.  GIC SI is a private company limited by shares organized under the laws of the Republic of Singapore.  Jasmine is an investment holding company organized under the laws of the Republic of Singapore. The principal business address for the Reporting Persons is 168, Robinson Road, #37-01 Capital Tower, Singapore 068912.

 

The following are each of the executive officers and directors of GIC SI and their respective address, occupation and citizenship:

 

 

The following are each of the executive officers and directors of Jasmine and their respective address, occupation and citizenship:

 

 

 

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

 

Pursuant to the Merger Agreement (the “Merger Agreement”), dated December 16, 2019, by and among Prairie Private Acquiror LP, a Delaware limited partnership and an affiliate of Blackstone (“Buyer”), Prairie Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Buyer (“Buyer Sub”), the Issuer and TGE GP, Buyer will merge with and into the Issuer (the “Merger”), with the Issuer surviving the merger and owned, directly or indirectly, by certain of the Separately Reporting Persons (as defined in Item 5 of the Original Schedule 13D), certain of their affiliates and co-investors, and Jasmine or its affiliates. The descriptions of the Merger and the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety into this Item 3. The Merger Consideration (as defined below) will be funded by a combination of debt and equity capital arranged by Blackstone.

Concurrently with the execution of the Merger Agreement, Credit Suisse Loan Funding LLC, Credit Suisse AG, Citigroup Global Markets Inc. and Jefferies Finance LLC (collectively, the “Financing Banks”) issued (i) a debt commitment letter (the “Debt Commitment Letter”), which was accepted by Buyer, pursuant to which the Financing Banks agreed to arrange and underwrite debt financing in an aggregate amount of up to $575 million pursuant to a senior unsecured bridge loan facility to fund a portion of the Merger Consideration pursuant to the Merger Agreement, subject to various customary terms and conditions contained in the Debt Commitment Letter and (ii) a debt commitment letter (the “Alternative Debt Commitment Letter”), which was accepted by Buyer, pursuant to which the Financing Banks agreed to arrange and underwrite a debt financing in an aggregate amount of up to $575 million pursuant to a term loan facility to fund a portion of the Merger Consideration pursuant to the Merger Agreement, subject to various customary terms and conditions contained in the Alternative Debt Commitment Letter. The terms of the Debt Commitment Letter and the Alternative Debt Commitment Letter are subject in all respect to a side letter agreement (the “Side Letter”) between the Financing Banks and the Buyer, which provides, among other things, for the ability of the Buyer to elect to pursue the financing contemplated under the Debt Commitment Letter or the Alternative Debt Commitment Letter, but not both.

 

Concurrently with the execution of the Merger Agreement, Buyer entered into an Equity Commitment Letter (the “Equity Commitment Letter”), dated December 16, 2019, with Blackstone Infrastructure Prairie Partners L.P., BIP Aggregator (USRPHC) L.P., BIP Aggregator Q L.P., Blackstone Infrastructure Partners – V L.P., Jasmine, Enagas Holding USA, S.L.U., Enagas U.S.A. LLC and L5 Investment Holdings LP (collectively, the “Equity Commitment Sponsors”), pursuant to which the Equity Commitment Sponsors have agreed to purchase, or cause the purchase of, the equity of Buyer, for an aggregate amount in cash up to $2,924,430,224.83, representing the aggregate amount of equity capital to be contributed directly or indirectly to Buyer solely for the purpose of allowing Buyer to fund a portion of the Merger Consideration pursuant to the Merger Agreement.

 

The foregoing descriptions of the Debt Commitment Letter, the Alternative Debt Commitment Letter, the Side Letter and the Equity Commitment 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.

 

The information in Item 6 of this Schedule 13D is incorporated herein by reference.

 

Item 4.

Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 4:

 

Merger Agreement

 

Pursuant to the Merger Agreement, Buyer will merge with and into the Issuer, with the Issuer surviving the Merger and owned directly or indirectly by certain of the Separately Reporting Persons, certain of their affiliates and co-investors, and Jasmine or its affiliates.

 

The Conflicts Committee has recommended the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the Issuer’s shareholders but may, pursuant to the Merger Agreement, subject to certain conditions, change its recommendation if the Conflicts Committee determines in good faith, after consultation with its financial advisor and outside legal counsel, that the failure to effect such a change in recommendation would be inconsistent with its duties under applicable law, as modified by the TGE LP Agreement.

The Merger Agreement contains customary representations and warranties from the parties to the Merger Agreement, and each such party has agreed to customary covenants, including, among others, (i) with respect to the Issuer, covenants relating to the conduct of business during the interim period between the execution of the Merger Agreement and the effective time of the Merger and (ii) the obligation to use commercially reasonable efforts to cause the Merger to be consummated.

 

The Issuer has agreed in the Merger Agreement to not pay any distributions with respect to its Class A Shares and to not permit Tallgrass Equity, LLC (“TE”) to pay any distributions on its TE Units during the pendency of the Merger, in each case, without the prior written consent of the Buyer. In the event the Merger Agreement is terminated in accordance with its terms, the Issuer will promptly distribute all amounts held by TE to the holders of TE Units that the Board determines would have otherwise been distributed to holders of TE Units if not for the restrictions on distributions set forth in the Merger Agreement, and following such distribution will distribute all amounts received by the Issuer pursuant to such distribution to the holders of Class A Shares as of a record date determined by the Board.

 

Completion of the Merger is subject to certain customary conditions, including, among others: (i) approval of the Merger Agreement by holders of a majority of the outstanding Class A Shares and Class B Shares in the Issuer, voting together as a single class (“Issuer Shareholder Approval”); (ii) there being no law, injunction, judgment or ruling prohibiting consummation of the transactions contemplated under the Merger Agreement or making the consummation of the transactions contemplated thereby illegal; (iii) subject to specified materiality standards, the accuracy of certain representations and warranties of the parties as of the date of execution of the Merger Agreement and as of the closing date; and (iv) compliance by the parties in all material respects with their covenants and obligations under the Merger Agreement.

 

The Merger Agreement provides for certain termination rights for both Buyer and the Issuer, including: (i) by the mutual written consent of the Issuer and Buyer; (ii) by either the Issuer (duly authorized by the Conflicts Committee) or Buyer, if (A) the Merger is prohibited by certain final and non-appealable legal restraints; (B) the Merger has not been consummated on or before July 16, 2020 (the “Outside Date”); or (C) the Issuer Shareholder Approval is not obtained; (iii) by Buyer, if (A) the Conflicts Committee makes an adverse change to its recommendation in favor of approving the Merger Agreement and the Merger or (B) under certain conditions, there has been a breach by the Issuer or TGE GP of any of their respective representations, warranties, covenants or agreements set forth in the Merger Agreement that is not cured or capable of being cured within the earlier of 30 days of written notice of such breach or the Outside Date; (iv) by the Issuer, if (A) under certain conditions, there has been a breach by Buyer or Buyer Sub of any of their respective representations, warranties, covenants or agreements set forth in the Merger Agreement or the Support Agreement (as defined below) that is not cured or capable of being cured within the earlier of 30 days of written notice of such breach or the Outside Date; or (B) under certain conditions, TGE GP has confirmed by irrevocable written notice to Buyer that certain closing conditions are satisfied and will remain satisfied, each of the Issuer and TGE GP is ready, willing and able to consummate the Merger, and Buyer fails to consummate the transactions contemplated by the Merger Agreement within 5 business days of such notice.

 

The Merger Agreement provides that upon termination of the Merger Agreement under certain circumstances, the Issuer will be obligated to cause TE to pay Buyer a termination fee equal to $70,000,000, and that upon termination of the Merger Agreement under certain other circumstances, Buyer will be obligated to pay the Issuer a termination fee equal to $105,000,000.  Additionally, the Merger Agreement provides that the parties to the Merger Agreement shall be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the provisions of the Merger Agreement, including causing Buyer to fund its equity financing commitment under certain circumstances.

 

The Issuer has agreed to hold a special meeting of its shareholders to obtain the Issuer Shareholder Approval. If the transactions contemplated by the Merger Agreement are consummated, the Issuer will become a privately held company owned directly or indirectly by certain of the Separately Reporting Persons, certain of their affiliates and co-investors, and Jasmine or its affiliate and will no longer be listed on the New York Stock Exchange.

The parties anticipate that the Merger will close in the second quarter of 2020, pending the satisfaction of certain customary conditions thereto.

 

Support Agreement

 

Concurrently with the execution of the Merger Agreement, Class A Acquiror, the Up-C Acquirors, the Prairie Secondary Acquirors (collectively, the “Prairie Sponsors”) and the Issuer have entered into a support agreement (the “Support Agreement”). Pursuant to the Support Agreement, the Prairie Sponsors have agreed to vote all their Class A Shares and Class B Shares in the Issuer (i) in favor of the Merger, the adoption of the Merger Agreement and any other matter necessary or desirable for the consummation of the transactions contemplated by the Merger Agreement, including the Merger, and (ii) against (A) any alternative proposal and (B) any other action that could reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect the Merger Agreement or any of the transactions contemplated thereby, including the Merger, or the matters contemplated by the Support Agreement. The Support Agreement will terminate upon the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms and (c) the mutual written agreement of the parties to the Support Agreement to terminate the Support Agreement.

 

Limited Guaranty

 

Concurrently with the execution of the Merger Agreement, Blackstone Infrastructure Prairie Partners L.P., BIP Aggregator (USRPHC) L.P., BIP Aggregator Q L.P., Blackstone Infrastructure Partners – V L.P., Jasmine, Enagas Holding USA, S.L.U., Enagas U.S.A. LLC and L5 Investment Holdings LP (each, a “Guarantor” and collectively, the “Guarantors”) entered into a limited guaranty (the “Limited Guaranty”) with the Issuer, pursuant to which each Guarantor irrevocably and unconditionally guaranteed to the Issuer, on the terms and subject to the conditions set forth therein, the due and punctual payment of such Guarantor’s percentage as set forth on Schedule A to the Limited Guaranty (its “Maximum Guarantor Percentage”) when due of the payment obligations of Buyer to the Issuer with respect to the Buyer Termination Fee (as defined in the Merger Agreement) and accrued interest thereon, if any, pursuant to Section 8.2(c) of the Merger Agreement (the “Obligations”). Each Guarantor’s liability for any amount that becomes payable under the Limited Guaranty may not exceed such Guarantor’s Maximum Guarantor Percentage of such amount, and each Guarantor’s aggregate liability under the Limited Guaranty will not exceed an amount equal to its Maximum Guarantor Percentage of $105 million.

 

The Limited Guaranty will terminate as of the earliest of (i) the consummation of the closing of the transactions contemplated by the Merger Agreement, (ii) the termination of the Merger Agreement in accordance with its terms under circumstances in which the Buyer would not be obligated to pay the Buyer Termination Fee, (iii) (A) the six-month anniversary of any termination of the Merger Agreement in accordance with its terms under circumstances in which the Buyer would be obligated to pay the Buyer Termination Fee if the Issuer has not presented a claim for payment of any Obligations to the Buyer or any Guarantor by such six-month anniversary or, if the Issuer has made a claim under this Limited Guaranty prior to such date, (B) the earliest of (1) a final, non-appealable order by any governmental authority resolving such claim determining that the Buyer does not have any liability to the Issuer that gives rise to the Obligations, (2) payment of the amounts due and owing in respect of the Obligations as determined in a final, non-appealable order by any governmental authority resolving such claim and (3) a written agreement among the Guarantors and the Issuer terminating the obligations of the Guarantors pursuant to the Limited Guaranty and (iv) payment of the Obligations.

 

The foregoing descriptions of the Merger Agreement, the Support Agreement and the Limited Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are attached as exhibits to this Schedule 13D and are incorporated herein by reference.

 

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

 

(a) – (b) Calculations of the percentage of Class A Shares beneficially owned are calculated in accordance with Rule 13d-3 and assumes that there are 279,852,537 Class A Shares outstanding, which takes into account the number of TE Units that may be deemed to be beneficially owned by the Reporting Persons, which are exchangeable together with Class B Shares for a corresponding number of Class A Shares, pursuant to the TGE LP Agreement (as defined in Item 6 of the Original Schedule 13D).

 

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.

 

 

Item 6 of the Schedule 13D is hereby amended by inserting the following information at the end of Item 6:

 

Assignment between Up-C Acquiror 1 and Up-C Acquiror 2

 

On October 1, 2019, Up-C Acquiror 1 distributed to an affiliate of Blackstone Infrastructure beneficial ownership of 5,575,045 Class B Shares and 5,575,045 TE Units, and a portion of its member interest in GP Acquiror, and such affiliate transferred such Class B Shares, TE Units and member interest to Up-C Acquiror 2 in exchange for approximately $98.8 million and the assumption of approximately $50.3 million of debt.

 

The information provided or incorporated by reference in each of Item 3 and Item 4 is hereby incorporated by reference herein.

 

Item 7.

Material to Be Filed as Exhibits.

 

Item 7 is hereby amended by adding the following:

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.

December 18, 2019

---