Blackstone Infrastructure Partners, L.P., a fund managed by The Blackstone Group Inc. (NYSE:BX), National Pension Service, GIC Special Investments Pte. Ltd. and Enagás, S.A. (BME:ENG) (buyers) made a non-binding preliminary proposal to acquire additional 55.3% stake in Tallgrass Energy, LP (NYSE:TGE) for $3 billion on August 27, 2019. Blackstone Infrastructure Partners, L.P., a fund managed by The Blackstone Group Inc. (NYSE:BX), National Pension Service, GIC Special and Enagás, S.A. (BME:ENG) entered into definitive agreement to acquire additional 55.3% stake in Tallgrass Energy, LP (NYSE:TGE) for $3.5 billion on December 16, 2019. Under the terms of proposal, Blackstone will acquire all of the outstanding class A shares of Tallgrass Energy not already owned by it for $19.50 per share in cash. As per the terms of definitive agreement all outstanding class A shares will be acquired for $22.45 in cash per share. As of March 9, 2020, Sponsors entered into the support agreement with Tallgrass Energy, pursuant to which the sponsors agreed to vote the 23.65 million class A shares and 100.66 million class B shares (representing approximately 44.1% of the total voting power of Tallgrass Energy's outstanding voting securities as of March 6, 2020) held of record and beneficially by the sponsors in favor of the approval of the merger agreement. The transaction is expected to be funded with approximately $3.5 billion of equity, with the remainder of the funding necessary to consummate the transaction provided by financing banks, pursuant to which the financing banks committed to provide senior unsecured bridge loans to TEP in an aggregate principal amount of up to $575 million. The buyer group entered into certain debt commitment letter with Credit Suisse Loan Funding LLC, Credit Suisse AG, Citigroup Global Markets Inc. and Jefferies Finance LLC for purposes of funding a portion of the merger consideration. Upon closing of the transaction the class A shares will cease to be publicly traded, TGE Unaffiliated Shareholders will no longer have an equity interest in Tallgrass Energy and the registration of the class A shares under the Exchange Act will be terminated. As a part of transaction, Enagás has agreed to invest $836 million in Tallgrass Energy. The transaction is subject to a termination fees of $70 million payable by Tallgrass Energy to buyers and $105 million from buyers to Tallgrass Energy.

The transaction is subject to regulatory approval and the approval of holder of a majority of class A shares and class B shares of Tallgrass, the satisfactory negotiation of definitive agreements, negotiation of definitive financing commitments on acceptable terms and the approval of those agreements by the Blackstone's respective investment committees or Board of Directors as well as by the Board of Directors of Tallgrass GP. The proposal has been approved by Blackstone's Investment Committee. It is anticipated that the Board of Directors of Tallgrass GP will form a conflicts committee comprised entirely of directors satisfying the independence requirements of Tallgrass's partnership agreement, and delegate to the conflicts committee the authority to evaluate and negotiate the proposal, including, for the avoidance of doubt, the authority to reject the proposal. As of September 27, 2019, Blackstone Infrastructure Partners entered into standstill agreement with conflicts committee with respect to the transaction. As of December 16, 2019, the conflicts committee of the Board of Directors of Tallgrass Energy GP, Tallgrass Energy's General Partner after consultation with its independent legal and financial advisors, unanimously approved the transaction and determined it to be in the best interests of TGE and its public shareholders. Johnson Fistel, LLP has launched an investigation into whether the board members of Tallgrass Energy, LP breached their fiduciary duties in connection with the proposed sale. As of April 14, 2020, following the completion of the merger, Tallgrass Energy will be removed from the Tortoise MLP Index® and the Tortoise North American Pipeline IndexSM. The shareholders of Tallgrass Energy have approved the transaction at the special meeting of Tallgrass Energy held on April 16, 2020. The transaction is expected to complete in the second quarter of 2020. As of April 16, 2020, the transaction is expected to close on April 17, 2020.

Citi acted as the financial advisor and Keith Fullenweider, Alan Beck, Lande Spottswood, Ryan Carney, Crosby Scofield, Claire Campbell, David Wicklund, John Lynch, Shane Tucker, Neil Imus, Sean Becker, Larry Nettles, Damien Lyster of Vinson & Elkins LLP acted as the legal advisor to Blackstone. Credit Suisse Securities (USA) LLC acted as financial advisor to The Blackstone Group. Rothschild acted as financial advisor and Bill Finnegan, Jeff Muñoz, Jordi Dominguez, Iván Rabanillo, Tim Fenn and Jim Cole of Latham & Watkins LLP acted as legal advisors to Enagás. Asi Kirmayer, Ayo Badejo, Laura Barzilai, Ram Burshtine, Zackary Pullin, Immanuel Kim and Lucy Liu of Sidley Austin LLP acted as legal advisors to GIC. Evercore Group L.L.C. acted as financial advisor and fairness opinion provider and Troy L. Harder, Gary W. Orloff, Heather L. Brown, Daniel E. Hemli, Tony L. Visage, Jennifer N. Dill of Bracewell LLP acted as legal advisors to the conflicts committee of Tallgrass Energy. Mollie Duckworth, Rachel Ratcliffe, Grace Matthews, Daniel Tristan, Luke Weedon and Jon Nelsen of Baker Botts L.L.P. acted as legal advisors to Tallgrass Energy. Tallgrasss paid Evercore Group a fee of $1.25 upon rendering its opinion, a fee of $0.5 million upon execution of its engagement letter and has agreed to pay a transaction fee of $0.5 million upon consummation of the merger. Citigroup Global Markets Inc. will receive a fee of up to $4 million for its services, of which $2 million is payable at sole discretion of Blackstone. Morris Nichols, Arsht & Tunnell LLP acted as legal counsel for Tallgrass.

Blackstone Infrastructure Partners, L.P., a fund managed by The Blackstone Group Inc. (NYSE:BX), National Pension Service, GIC Special Investments Pte. Ltd. and Enagás, S.A. (BME:ENG) completed the acquisition of additional 55.3% stake in Tallgrass Energy, LP (NYSE:TGE) on April 17, 2020. Following the closing, Tallgrass' class A shares ceased to be listed on the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934. Approximately $2.9 billion of the consideration was funded through equity financing contemplated pursuant to the equity commitment letter, and the remaining consideration was funded through borrowings under the credit agreement and the revolving credit facility of Tallgrass Energy.