INTRODUCTION
This Amendment No. 4 to the Rule 13E-3 Transaction Statement on Schedule 13E-3 (this “Transaction Statement”), together with the exhibits hereto, is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), by (i) Tallgrass Energy, LP, a Delaware limited partnership (“TGE”) and the issuer of the Class A shares representing limited partner interests in TGE (the
“Class A shares”) that are subject to the Rule 13E-3 transaction; (ii) Tallgrass Energy GP, LLC, a Delaware limited liability company and the general partner of TGE (“TGE GP”);
(iii) Prairie Merger Sub LLC, a Delaware limited liability company (“Buyer Sub”); (iv) Prairie Non-ECI Acquiror LP, a Delaware limited partnership; (v) Prairie ECI Acquiror LP, a Delaware
limited partnership; (vi) Prairie VCOC Acquiror LP, a Delaware limited partnership; (vii) Prairie Secondary Acquiror LP, a Delaware limited partnership; (viii) Prairie Secondary Acquiror E LP, a Delaware limited
partnership ((iv) through (viii) collectively, the “Sponsors”); and (ix) Prairie GP Acquiror LLC, a Delaware limited liability company (“Blackstone GP Acquiror”). Collectively, the persons filing this Transaction
Statement are referred to as the “filing persons.” Pursuant to the Merger (as defined below), Prairie Private Acquiror LP, a Delaware limited partnership (“Buyer”) ceased to exist, and is therefore no longer a filing person.
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of December 16, 2019 (the “Merger Agreement”),
by and among TGE, TGE GP, Buyer and Buyer Sub. Pursuant to the Merger Agreement, Buyer merged with and into TGE (the “Merger”), with TGE surviving the Merger and continuing to exist as a Delaware limited partnership. At the effective time
of the Merger (the “Effective Time”), each Class A share issued and outstanding as of immediately prior to the Effective Time, other than Class A shares and Class B shares representing limited partner interests in TGE
(“Class B shares”) held immediately prior to the Effective Time by the Sponsors or their respective permitted transferees under that certain Equityholders Agreement, by and among Jasmine Ventures Pte. Ltd., BIP Aggregator Q L.P.,
Blackstone Infrastructure Partners – V L.P., Blackstone Infrastructure Associates L.P., Enagas Holding USA, S.L.U, Enagas U.S.A. LLC, BIP Holdings Manager L.L.C., BIP Prairie E L.P., BIP Prairie E Manager L.L.C., Prairie Non-ECI Aggregator LP, Prairie Non-ECI Acquiror Holdco LP, Prairie Non-ECI Acquiror LP, Prairie ECI Aggregator LP, Prairie ECI Acquiror
Holdco LP, Prairie ECI Acquiror LP, Prairie VCOC Aggregator LP, Prairie VCOC Acquiror Holdco LP, Prairie VCOC Acquiror LP, Prairie Secondary Acquiror LP and Blackstone GP Acquiror, dated as of March 11, 2019 (such shares, the “Sponsor
Shares”), was converted into the right to receive $22.45 in cash, paid without interest (the “Merger Consideration”). As of the Effective Time, all of the Class A shares converted into the right to receive the Merger
Consideration were no longer outstanding and were automatically cancelled and ceased to exist. The Sponsor Shares, Class B shares and units representing limited liability company interests in Tallgrass Equity, LLC, a Delaware limited lability
company, issued and outstanding immediately prior to the Effective Time were unaffected by the Merger and were unchanged and remain outstanding following the Effective Time. Except to the extent expressly set forth in any award of equity
participation shares issued under the Tallgrass MLP GP, LLC or TGE GP long-term incentive plans (such shares, the “TGE EPSs” and such plans, the “TGE LTIPs”) granted after the date of the Merger Agreement, immediately prior to
the Effective Time, each award of TGE EPSs outstanding continued to remain outstanding, subject to the terms and conditions (including with respect to vesting and forfeiture) applicable to such award immediately prior to the Effective Time, and any
performance-based vesting conditions were waived as of the Effective Time. Notwithstanding anything in the TGE LTIPs or the applicable award agreement, and except to the extent otherwise expressly set forth in any award of TGE EPSs granted after the
date of the Merger Agreement, each award of TGE EPSs will be settled at the time provided in the applicable award agreement in an amount of cash per TGE EPS equal to the fair market value (as defined in the applicable TGE LTIP) of a Class A
share on the date of settlement. The Merger was subject to certain closing conditions, including approval by the holders of Class A shares and Class B shares (“TGE Shareholders”) representing a majority of the issued and
outstanding Class A shares and Class B shares, voting as a single class, of the Merger Agreement at a special meeting of TGE Shareholders, which have been met.
The conflicts committee of the TGE GP board of directors (the “Conflicts Committee”), consisting of three independent directors,
unanimously determined, based upon the facts and circumstances it deemed relevant and appropriate, that the Merger Agreement and the transactions contemplated thereby, including the Merger, were in the best interests of TGE and the TGE Shareholders
other than TGE GP and its affiliates, including Buyer, Buyer Sub, the Sponsors and their respective affiliates (the “TGE Unaffiliated Shareholders”) and approved the Merger Agreement and the transactions contemplated thereby, including the
Merger, such approval constituting “Special
1