HubsBaker Botts Represents Tallgrass Energy GP, LP in the Proposed Acquisition of Tallgrass Energy Partners, LP
Release
Deal Description: On March 26, 2018, Tallgrass Energy GP, LP (NYSE: TEGP) and Tallgrass Energy Partners, LP (NYSE: TEP) announced the execution of a definitive agreement pursuant to which TEGP will acquire the approximately 47.6 million TEP common units held by the public in a taxable stock-for-unit merger transaction at a ratio of 2.0 TEGP Class A shares for each outstanding TEP common unit. As a result of the proposed transaction, the TEP incentive distribution rights will be cancelled, the TEP common units will no longer be publicly traded and 100 percent of the equity interests of TEP will be owned by TEGP’s subsidiary, Tallgrass Equity, LLC (“Tallgrass Equity”).
In the proposed transaction, TEGP will issue an aggregate of approximately 95.2 million Class A shares to former TEP common unitholders, representing approximately 62.1 percent of the outstanding Class A shares of TEGP following the transaction.
Subject to customary closing conditions, including the approval by holders of a majority of the outstanding TEP common units and the expiration or termination of all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, the merger is expected to close by the end of the second quarter of 2018. As part of the transaction, TEGP and certain of its subsidiaries entered into a support agreement agreeing to vote their approximately 25.6 million TEP common units (representing approximately 35 percent of the total outstanding TEP common units) in favor of the merger.
Baker Botts Lawyers/Offices Involved:
Corporate: Mollie Duckworth (Partner, Austin); Joshua Davidson (Partner, Houston); Courtney Fore (Senior Associate, Austin), Rachel Ratcliffe (Associate, Austin); Allison Lancaster (Associate, Austin) and Ty’Meka Reeves-Sobers (Associate, Austin)
Tax: Michael Bresson (Partner, Houston) and Jon Nelsen (Partner, Austin)
Finance:Daniel Tristan (Partner, Houston); David Nimmons (Associate, Houston)
Employee Benefits: Mark Bodron (Partner, Houston); Stephanie Jeane (Associate, Washington)
Hart-Scott-Rodino: Michael Bodosky (Special Counsel, Washington)
In the proposed transaction, TEGP will issue an aggregate of approximately 95.2 million Class A shares to former TEP common unitholders, representing approximately 62.1 percent of the outstanding Class A shares of TEGP following the transaction.
Subject to customary closing conditions, including the approval by holders of a majority of the outstanding TEP common units and the expiration or termination of all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, the merger is expected to close by the end of the second quarter of 2018. As part of the transaction, TEGP and certain of its subsidiaries entered into a support agreement agreeing to vote their approximately 25.6 million TEP common units (representing approximately 35 percent of the total outstanding TEP common units) in favor of the merger.
Baker Botts Lawyers/Offices Involved:
Corporate: Mollie Duckworth (Partner, Austin); Joshua Davidson (Partner, Houston); Courtney Fore (Senior Associate, Austin), Rachel Ratcliffe (Associate, Austin); Allison Lancaster (Associate, Austin) and Ty’Meka Reeves-Sobers (Associate, Austin)
Tax: Michael Bresson (Partner, Houston) and Jon Nelsen (Partner, Austin)
Finance:Daniel Tristan (Partner, Houston); David Nimmons (Associate, Houston)
Employee Benefits: Mark Bodron (Partner, Houston); Stephanie Jeane (Associate, Washington)
Hart-Scott-Rodino: Michael Bodosky (Special Counsel, Washington)
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