Tallgrass Energy Partners, LP (NYSE:TEP) Files An 8-K Completion of Acquisition or Disposition of Assets

Tallgrass Energy Partners, LP (NYSE:TEP) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01.Completion of Acquisition or Disposition of Assets.

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Effective June30, 2018 at 11:59 p.m. Central Daylight Time (the “Effective Time”), Tallgrass Energy Partners, LP, a Delaware limited partnership (the “Partnership”), completed its merger (the “Merger”) with Razor Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), with the Partnership surviving the Merger as a wholly owned subsidiary of Tallgrass Equity, LLC, a Delaware limited liability company (“Tallgrass Equity”) and its subsidiaries, to an Agreement and Plan of Merger, dated as of March26, 2018 (the “Merger Agreement”), by and among Tallgrass Energy, LP, a Delaware limited partnership (formerly known as Tallgrass Energy GP, LP, “TGE”), Tallgrass Equity, the Partnership, Merger Sub, and Tallgrass MLP GP, LLC, a Delaware limited liability company (“TEP GP”). Tallgrass Equity is a subsidiary of TGE.

At the Effective Time, the issued and outstanding common units representing limited partner interests in the Partnership (“Partnership Common Units”), except for any Partnership Common Unit held by Tallgrass Equity, Tallgrass Equity Investments, LLC, a wholly owned subsidiary of Tallgrass Equity (“Tallgrass Equity Investments”), or the Partnership, was converted into the right to receive 2.0 ClassA shares representing limited partner interests in TGE (“TGE ClassA Shares”). The TGE ClassA Shares to which holders of Partnership Common Units (other than Tallgrass Equity, Tallgrass Equity Investments and the Partnership) are entitled to the Merger Agreement are referred to in this Current Report on Form 8-K as the “Merger Consideration.”

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, filed as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed March27, 2018.

Item 2.01.Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The Partnership notified the New York Stock Exchange (the “NYSE”) on June29, 2018 that the Certificate of Merger relating to the Merger had been filed with the Secretary of State of the State of Delaware providing for a delayed effective date and time of June30, 2018 at 11:59 p.m. Central Daylight Time and requested that, following the Effective Time, the NYSE file a notification of removal from listing on Form 25 with the Securities and Exchange Commission with respect to Partnership Common Units. The trading of Partnership Common Units on the NYSE was suspended before the opening of trading on July2, 2018.

Item 2.01.Material Modification to Rights of Security Holders.

The information included under Item 2.01 and Item 2.01 is incorporated into this Item 2.01 by reference.

Item 2.01.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, at the Effective Time, David G. Dehaemers, Jr., William R. Moler, Frank J. Loverro, Stanley de J. Osborne, Jeffrey A. Ball, John T. Raymond, Terrance D. Towner, Roy N. Cook and Jeffrey R. Armstrong resigned as directors of TEP GP. The decision of each of Messrs. Dehaemers, Moler, Loverro, Osborne, Ball, Raymond, Towner, Cook and Armstrong to resign as a director of TEP GP was not the result of any disagreement with TEP GP or the Partnership on any matter relating to the operations, policies or practices of TEP GP or the Partnership.

Item 2.01.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

to the Merger Agreement, the Amended and Restated Agreement of Limited Partnership of the Partnership, dated May17, 2013 (the “Partnership Agreement”) was amended at the Effective Time, to the extent necessary, to provide that the 834,391 general partner units representing a 1.13% general partner interest in the Partnership (the “Partnership General Partner Interest”) issued and outstanding immediately prior to the Effective Time and held by TEP GP were automatically converted into a general partnership interest that will not participate in distributions in the surviving entity and, as a result, from and after the Effective Time, (i)TEP GP continued and shall continue as the general partner of the surviving entity without interruption, (ii)TEP GP was no longer and shall not be entitled to any distributions, allocation or other economic rights associated with the Partnership General Partner Interest, (iii)TEP GP continued and shall continue to be entitled to any management rights associated with the Partnership General Partner Interest and (iv)the Partnership continued without dissolution.

The description of the amendment to the Partnership Agreement in this Item 2.01 is qualified in its entirety by reference to the full text of the Merger Agreement, filed as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed March27, 2018.

Item 2.01Submission of Matters to a Vote of Security Holders.

The completion of the Merger was subject, among other conditions, to the affirmative vote of holders of a majority of Partnership Common Units, voting as a single class.

On June26, 2018, the Partnership convened its special meeting (the “Special Meeting”) of holders of Partnership Common Units to vote on the proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, which was identified as the proposal to be voted on (the “Proposal”) at the Special Meeting in the Partnership’s proxy statement/prospectus filed with the Securities and Exchange Commission on May18, 2018 (the “Proxy Statement”).

As of May18, 2018, the record date for the Special Meeting, there were 73,204,484 Partnership Common Units outstanding and entitled to vote at the Special Meeting. A quorum of 62,322,224 Partnership Common Units was represented in person or by proxy at the Special Meeting. A summary of the voting results for the Proposal, which is described in detail in the Proxy Statement, is set forth below:

The holders of a majority of Partnership Common Units voted in favor of the Proposal. The following are the tabulated votes “For” and “Against” the Proposal, as well as the number of votes “Abstaining”:

Votes For

Votes Against

Votes Abstaining

62,168,943 120,753 32,528


About Tallgrass Energy Partners, LP (NYSE:TEP)

Tallgrass Energy Partners, LP owns, operates, acquires and develops midstream energy assets in North America. The Company operates through three segments: Crude Oil Transportation & Logistics, which includes the ownership and operation of a crude oil pipeline system; Natural Gas Transportation & Logistics, which includes the ownership and operation of Federal Energy Regulatory Commission (FERC)-regulated interstate natural gas pipelines and integrated natural gas storage facilities, and Processing & Logistics, which includes the ownership and operation of natural gas processing, treating and fractionation facilities, the provision of water business services primarily to the oil and gas exploration and production industry and the transportation of natural gas liquid (NGLs). It operates the Sterling Terminal near Sterling, Colorado. It also operates Buckingham Terminal in northeast Colorado. It has interest in the Deeprock Development Terminal in Cushing, Okla.

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