Tallgrass Energy Announces Consent Solicitation for its Senior Notes due 2023, 2024 and 2028

LEAWOOD, Kan.–(BUSINESS WIRE)–Tallgrass Energy, LP (NYSE: TGE) (“TGE”) announced today that its
subsidiaries, Tallgrass Energy Partners, LP and Tallgrass Energy Finance
Corp. (together, the “Issuers”), are soliciting consents (the “Consent
Solicitations”) from holders (the “Holders”) of their outstanding 4.75%
Senior Notes due 2023 (“2023 Notes”), their outstanding 5.50% Senior
Notes due 2024 (“2024 Notes”), and their outstanding 5.50% Senior Notes
due 2028 (“2028 Notes”, together with the 2023 Notes and the 2024 Notes,
the “Notes”) as of 5:00 p.m. New York City time, on February 20, 2019
(the “Record Date”) to effect an amendment to each of the indentures
governing the Notes (each, an “Indenture” and collectively, the
“Indentures”), as described below, upon the terms and subject to the
conditions set forth in the Consent Solicitation Statement, dated
February 21, 2019 (as may be amended or supplemented from time to time,
the “Consent Solicitation Statement”). The Consent Solicitations will
expire at 5:00 p.m. New York City time, on February 27, 2019 (such time
and date, as the same may be extended by the Issuers from time to time,
the “Expiration Date”).

Certain details regarding the Notes and the Consent Solicitations are
set forth in the table below.

Title of Security       CUSIP No.      

Outstanding
Principal
Amount

      Consent Fee(1)    
 

4.75% Senior Notes
due 2023

87470LAE1 (144A)
U8302LAF5 (Reg. S)

$500,000,000 $1.00

5.50% Senior Notes
due 2024

87470LAA9 (144A)
U8302LAA6 (Reg. S)

$750,000,000 $1.00

5.50% Senior Notes
due 2028

87470LAD3 (144A)
U8302LAD0 (Reg. S)
U8302LAE8 (Reg. S)

$750,000,000 $1.00

__________

(1)   The Consent Fee (as defined herein) for the Consent Solicitation for
the Notes is an amount, per $1,000 aggregate principal amount of
Notes for which a Holder has validly delivered (on or prior to the
applicable Expiration Date) and not validly revoked its consent. No
accrued interest will be paid in respect of the Consent Fee. Holders
who validly deliver (and do not validly revoke) their consents on or
prior to the applicable Expiration Date shall receive the Consent
Fee, subject to the terms and conditions set forth in the Consent
Solicitation Statement.
 

As previously announced by TGE on January 31, 2019, certain qualifying
owners have entered into a Purchase Agreement, dated as of January 30,
2019 (as same may be amended, supplemented or otherwise modified from
time to time, the “Purchase Agreement”), by and among (a) Tallgrass
Energy Holdings, LLC, a Delaware limited liability company, Tallgrass
Holdings, LLC, a Delaware limited liability company, KIA VIII (Rubicon),
L.P., a Delaware limited partnership, KEP VI AIV (Rubicon), LLC, a
Delaware limited liability company, Tallgrass KC, LLC, a Delaware
limited liability company, William R. Moler Revocable Trust, under trust
agreement dated August 27, 2013, and David G. Dehaemers, Jr. Revocable
Trust, a revocable trust under trust agreement dated April 26, 2006 (the
entities in this clause (a), collectively, the “Sellers”), (b) Prairie
Non-ECI Acquiror LP, a Delaware limited partnership, Prairie ECI
Acquiror LP, a Delaware limited partnership, Prairie VCOC Acquiror LP, a
Delaware limited partnership, and Prairie GP Acquiror LLC, a Delaware
limited liability company (the entities in this clause (b),
collectively, the “Acquirors”), and (c) David G. Dehaemers, John T.
Raymond and Frank J. Loverro, in their respective capacities as seller
representatives. Pursuant to the Purchase Agreement, the Acquirors will
acquire (the “Acquisition”) all of the membership interests in Tallgrass
Energy GP, LLC, a Delaware limited liability company and general partner
of the TGE, approximately 44% of the outstanding limited partner
interests in TGE, and approximately 44% of the economic interests in
Tallgrass Equity, LLC, a Delaware limited liability company. The
completion of the Acquisition is subject to the satisfaction of certain
customary closing conditions.

Under each Indenture, the consummation of the Acquisition would
constitute a Change of Control (as defined in each of the Indentures)
and a Change of Control Triggering Event (as defined in each of the
Indentures) would occur if a Change of Control is accompanied or
followed by downgrade by one or more gradations (including gradations
within ratings categories as well as between ratings categories) or
withdrawal of the rating of a series of Notes (a “Ratings Decline”)
within the Ratings Decline Period (as defined in the Indentures) by (i)
in the case of the 2023 Notes, all three Ratings Agencies (as defined in
the Indenture for the 2023 Notes) and (ii) in the case of the 2024 Notes
and 2028 Notes, both Ratings Agencies (as defined in the Indentures for
the 2024 Notes and the 2028 Notes), as a result of which the rating of
the applicable Notes on any day during such Ratings Decline Period is
below the rating by each applicable Rating Agency in effect immediately
preceding the first public announcement of the Change of Control. If a
Change of Control Triggering Event under any Indenture occurs, each
Holder of Notes issued pursuant to that Indenture will have the right to
require the Issuers to repurchase all or any part of that Holder’s Notes
pursuant to a Change of Control Offer (as defined in each of the
Indentures) on the terms and subject to the conditions set forth in the
applicable Indenture (unless the Issuers have previously or concurrently
given notice of redemption of all of the applicable Notes pursuant to
the terms of the applicable Indenture). In any such Change of Control
Offer, the Issuers will be required to offer a cash payment equal to
101% of the aggregate principal amount of such Notes repurchased, plus
accrued and unpaid interest, if any, on such Notes repurchased to, but
excluding, the date of settlement, subject to the right of the
applicable Holders of record of such Notes on the record date to receive
interest due on an interest payment date that is on or prior to the such
settlement date.

The Issuers are soliciting Consents to, among other things: (a) amend
the defined term “Change of Control” in each Indenture to provide that
the Acquisition will not constitute a Change of Control under such
Indenture, (b) change the definition of “Qualifying Owners” in the
applicable Indenture to provide that Blackstone Infrastructure Partners
L.P. (“BIP”), Vencap Holdings (1992) Pte. Ltd. (“GIC”) and their
respective affiliates, funds, holding companies and investment vehicles,
among others, are Qualifying Owners and (c) add to, amend, supplement or
change certain other defined terms contained in such Indenture related
to the foregoing (collectively, the “Proposed COC Amendments”). For the
actual text of the Proposed COC Amendments, Holders should read “The
Proposed COC Amendments” in the Consent Solicitation Statement. Except
for the foregoing, the Proposed COC Amendments do not include any other
changes to the Indenture. Holders of at least a majority of the
aggregate outstanding principal amount of each applicable series of
Notes must deliver valid consents (and not validly revoke the consents)
to the applicable Proposed COC Amendments to approve such Proposed COC
Amendments.

The effectiveness of the Proposed COC Amendments is not a condition
to the consummation of the Acquisition or the other transactions
contemplated by the Purchase Agreement. Subsequent to the announcement
of the Acquisition, Standard & Poor’s Rating Services, Moody’s Investor
Services Inc. and Fitch Ratings Inc. have all affirmed their respective
ratings with respect to the Notes.

The Issuers’ obligation to accept and pay the Consent Fee for valid and
unrevoked consents to the Proposed COC Amendments for each series of
Notes is subject to and conditioned upon (i) the receipt of the
Requisite Consents for such series of Notes on or prior to the
Expiration Date for such Notes, (ii) the absence of any law or
regulation, and the absence of any injunction or action or other
proceeding (pending or threatened), that (in the case of any action or
proceeding if adversely determined) would make unlawful or invalid or
enjoin or delay the implementation of the applicable Proposed COC
Amendments, the entering into of the applicable Supplemental Indenture
(as defined below) or the payment of the applicable Consent Fee to the
Holders of that series of Notes or that would question the legality or
validity thereof and (iii) the consummation of the Acquisition
(collectively, the “Consent Conditions”). In the event the Acquisition
is not consummated on or prior to March 29, 2019, either Acquirors or
certain Sellers may elect to terminate the Purchase Agreement, subject
to the terms and conditions thereof.

If the Holders of at least a majority of the aggregate outstanding
principal amount of a series of Notes deliver valid and unrevoked
Consents to the applicable Proposed COC Amendments (the “Requisite
Consents”), the Issuers, the applicable Guarantors and the Trustee may
execute a supplemental indenture (the “Supplemental Indenture”) to the
applicable Indenture effecting the Proposed COC Amendments. The time and
date on which each Supplemental Indenture is executed is referred to as
the “Consent Time” with respect to the applicable series of Notes.
Consents to the Proposed COC Amendments for any series of Notes may not
be revoked at any time after the applicable Consent Time, even if the
Expiration Date for such Notes is later than such Consent Time. Although
each Supplemental Indenture and the related Proposed COC Amendments will
become effective immediately upon execution at the applicable Consent
Time, such Proposed COC Amendments will cease to be operative if the
Acquisition is not consummated or the Issuers do not pay the applicable
Consent Fee. The Issuers expect to pay, or cause to be paid, the Consent
Fee to DTC for the benefit the applicable Holders substantially
concurrently with the closing of the Acquisition. Once a Supplemental
Indenture is effective, however, any Consents given with respect to the
applicable series of Notes may not be revoked. If the Consent Conditions
are not satisfied or waived with respect to a series of Notes, no
Consent Fee with respect to such Notes will be paid to any Holder
thereof. The Consent Solicitations are being made solely by the Consent
Solicitation Statement and on the terms and subject to the conditions
set forth therein. The Issuers may, in their sole discretion, terminate,
extend or amend any Consent Solicitation at any time as described in the
Consent Solicitation Statement. This announcement is for information
purposes only and is neither an offer to sell nor a solicitation of an
offer to buy any security and is not a solicitation of consents with
respect to the Proposed COC Amendments or any of securities. The Consent
Solicitations are not being made in any jurisdiction in which, or to or
from any person to or from whom, it is unlawful to make such
solicitation under applicable state or foreign securities or “blue sky”
laws.

Citigroup Global Markets Inc. (“Citi”) is acting as the Solicitation
Agent for the Consent Solicitation. Global Bondholder Services
Corporation will act as the Information and Tabulation Agent for the
Consent Solicitation. Questions or requests for assistance related to
the Consent Solicitation or for additional copies of the Consent
Solicitation Statement and other related documents may be directed to
Citi at (212) 723-6106 (banks and brokers) and (800) 558-3745 (all
others, toll free) or to Global Bondholder Services Corporation at (212)
430-3774 (banks and brokers) and (866) 794-2200 (all others, toll free).
Holders may also contact their broker, dealer, commercial bank, trust
company or other nominee for assistance concerning the Consent
Solicitation. Holders are urged to review the Consent Solicitation
Statement for the detailed terms of the Consent Solicitation and the
procedures for consenting to the Proposed COC Amendments.

About Tallgrass Energy

Tallgrass Energy, LP (NYSE: TGE) is a growth-oriented midstream energy
infrastructure company operating across 11 states with transportation,
storage, terminal, water, gathering and processing assets that serve
some of the nation’s most prolific crude oil and natural gas basins.

To learn more, please visit our website at www.tallgrassenergy.com.

FORWARD-LOOKING STATEMENTS

Disclosures in this press release contain “forward-looking statements.”
All statements, other than statements of historical facts, included in
this press release that address activities, events or developments that
management expects, believes or anticipates will or may occur in the
future are forward-looking statements. Without limiting the generality
of the foregoing, forward-looking statements contained in this press
release specifically include statements regarding the consummation of
the Acquisition, the Consent Solicitations, including the timing
thereof, the Proposed COC Amendments and the execution of the
Supplemental Indentures. These statements are based on certain
assumptions made by TGE based on management’s experience and perception
of historical trends, current conditions, anticipated future
developments and other factors believed to be appropriate. Such
statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond the control of TGE, which may
cause actual results to differ materially from those implied or
expressed by the forward-looking statements. These include risks set
forth in reports filed by TGE with the Securities and Exchange
Commission. Any forward-looking statement applies only as of the date on
which such statement is made and TGE does not intend to correct or
update any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by law.

Contacts

Tallgrass Energy, LP
Investor and Financial Inquiries
Nate
Lien, 913-928-6012
[email protected]
or
Media
and Trade Inquiries
Phyllis Hammond, 303-763-3568
[email protected]

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