Tallgrass Energy Partners Unitholders Overwhelmingly Approve Merger with Tallgrass Energy GP; Closing Expected on June 29, 2018

Source Press Release
Company Tallgrass Energy GP, LPTallgrass Energy Partners, LP 
Tags Corporate Deals, Deals, Refining & Marketing Activities, LNG & Gas Storage/Processing, Pipelines/ tankers/ distribution
Date June 26, 2018

Tallgrass Energy Partners, LP (NYSE: TEP) (“TEP”) and  Tallgrass Energy GP, LP (NYSE: TEGP) (“TEGP”) announced that at a special meeting today, TEP unitholders overwhelmingly approved the stock-for-unit merger transaction in which TEGP will acquire the approximately 47.6 million TEP common units held by the public at a ratio of 2.0 TEGP Class A shares for each outstanding TEP common unit. Approximately 85 percent of the outstanding TEP common units were voted and, of that amount, greater than 99 percent voted in favor of the merger.

“Today’s vote validates our decision to merge TEGP and TEP,” said President and CEO David G. Dehaemers Jr. “Overwhelming unitholder support confirms our belief that this was a creative and uniformly positive transaction resulting in favorable economics for equity holders of both securities. With a streamlined corporate structure, lower cost of capital, broader investor appeal, strong balance sheet and healthy dividend coverage, Tallgrass Energy is well-positioned to continue its path as one of the nation’s leading pipeline owner/operators.”

The merger transaction is expected to close on June 29, 2018 and be effective as of June 30, 2018. Upon completion of the transaction, TEGP will change its name to Tallgrass Energy, LP. Beginning July 2, 2018, TEGP’s Class A shares will trade on the NYSE under the ticker symbol “TGE” and TEP’s common units will no longer be publicly traded.

Merger Transaction Overview

  • Under the terms of the Agreement and Plan of Merger, TEGP will acquire the approximately 47.6 million TEP common units held by the public at a fixed exchange ratio of 2.0 TEGP Class A shares for each outstanding common unit
  • Incentive Distribution Rights will be eliminated, reducing TGE’s equity cost of capital and enhancing the accretion from growth projects and M&A transactions
  • Single public entity reduces complexity for investors, further aligns interests of all Tallgrass Energy equity holders and streamlines governance
  • TGE will be taxed as a C-Corp (1099 issuing entity), providing increased equity market depth
  • No cash federal income taxes expected at TGE for a period currently estimated to be at least 10 years
Source: EvaluateEnergy® ©2018 EvaluateEnergy Ltd