Status:  Clearance

Acquirer:  Blackstone Group LP (US) ; GIC Pte. Ltd. (Singapore); Enagás S.A. (Spain)

Acquired:  Tallgrass Energy, LP (US)

Value:  Approx. US$3.3 billion

Industry:  Energy; Infrastructure

Oil Refinery

On January 30, 2019, Tallgrass Energy, LP and the Blackstone Group LP, announced that acquisition vehicles controlled by affiliates of Blackstone Infrastructure Partners (collectively “Blackstone Infrastructure Partners”) have entered into an agreement with affiliates of the Kelso & Co., a U.S. private equity firm, The Energy & Minerals Group, a US investment firm targeting the energy and minerals sector, and Tallgrass KC, LLC, an entity owned by certain members of Tallgrass Energy, LP’s, management, whereby Blackstone Infrastructure Partners will acquire 100% of the membership interests in Tall Grass Energy, LP’s, general partner (Tallgrass Energy GP, LLC) and approximately 44% economic interest in Tall Grass Energy, LP, for approximately $3.3 billion. (See Tallgrass Energy, LP, Form 8-K, SEC Filing, Jan. 31, 2019.)  “Affiliates of GIC, Singapore’s sovereign wealth fund, will be a minority investor in the transaction.” (Id.)  Tallgrass Energy is a “midstream energy company, transporting crude oil and natural gas,” owning and operating “more than 8,300 miles of natural gas pipeline, more than 800 miles of crude pipeline, and more than 300 miles of water pipeline” in the United States.  (Tallgrass Energy website, About Tallgrass Energy web page, visited March 12, 2019.)

On March 11, Blackstone Infrastructure Partners acquired 100% of the membership interests in Tallgrass Energy GP, LLC, along with interests in Tallgrass Energy, LP, and affiliated Tallgrass Energy entities.  (See Tallgrass Energy, LP, Form 8-K, SEC Filing, Mar. 11, 2019.)  “Certain subsidiaries of Enagás S.A., a Spanish public company (“Enagás”), and Jasmine Ventures Pte. Ltd. (“GIC Investor”), an affiliate of GIC Special Investment Pte. Ltd. (“GIC SI”), the infrastructure and private equity arm of GIC Pte. Ltd., Singapore’s sovereign wealth fund, have indirect limited partner interests in [Blackstone Infrastructure Partners]” and will acquire certain governance rights. (Id.)  The investments by GIC SI and Enagás are subject to “receipt of approval from the Committee on Foreign Investment in the United States.”  (Id.)   Under the Equity Holders Agreement, “promptly following” CFIUS Approval, Enagás “shall purchase limited partner interests,” and GIC Investor “shall have the right to appoint one (1) Director.” Id at Sections 2.1(a); 5.3(b).  (Article II, Equity Holders Agreement, Tallgrass Energy, LP, Schedule 13D, Ex-99.10, SEC Filing, Mar. 11, 2019.) On July 24, 2019, CFIUS approved Enagás [] making further investment in securities of [Tallgrass] [i]n accordance with the terms of the Equityholders Agreement,” (Tallgrass Energy, LP, Schedule 13D, Item 6, SEC Filing, July 30, 2019), and “approved the right of [GIC Investor] to appoint a director to the board of directors of Tallgrass.” (Tallgrass Energy, LP, Schedule 13D/A, Item 4, Aug. 28, 2019).