Form PRER14A Tallgrass Energy, LP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

TALLGRASS ENERGY, LP

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY MATERIALS—SUBJECT TO COMPLETION

4200 W. 115TH STREET, SUITE 350, LEAWOOD, KANSAS 66211

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear Tallgrass Energy, LP Shareholders:

On December 16, 2019, Tallgrass Energy, LP, a Delaware limited partnership (“TGE”), Tallgrass Energy GP, LLC, a Delaware limited liability company and the general partner of TGE (“TGE GP”), Prairie Private Acquiror LP, a Delaware limited partnership (“Buyer”), and Prairie Merger Sub LLC, a Delaware limited liability company (“Buyer Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement and subject to the satisfaction or waiver of certain conditions therein, Buyer will merge 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, each issued and outstanding Class A share representing a limited partner interest of TGE (collectively, the “Class A shares”), except for any Sponsor Shares (as defined below in “Definitions”), will be converted into the right to receive $22.45 in cash without any interest thereon.

Pursuant to the Merger Agreement and the Second Amended and Restated Agreement of Limited Partnership of TGE, dated as of July 1, 2018, as amended (the “Partnership Agreement”), holders of a majority of the outstanding Class A shares and Class B shares representing limited partner interests of TGE (“Class B shares”), voting together as a single class, must affirmatively vote or consent in favor of the Merger Agreement and the transactions contemplated thereby, including the Merger (such transactions, collectively, the “Transactions”), in order for them to be approved and adopted (“TGE Shareholder Approval”). Contemporaneously with the execution and delivery of the Merger Agreement, the Sponsors (as defined below in “Definitions”) entered into a support agreement with TGE, pursuant to which the Sponsors agreed to vote the 23,652,463 Class A shares and 100,655,121 Class B shares held of record and beneficially by the Sponsors, which represent approximately 44.1% of the total outstanding equity interests of TGE as of March 6, 2020, in favor of the approval of the Merger Agreement and the Transactions at any meeting of the TGE Shareholders (as defined below). Accordingly, TGE expects that all such Class A shares and Class B shares held by the Sponsors will be voted in favor of the approval and adoption of the Merger Agreement and the Transactions at the special meeting (the “Shareholder Meeting”) of holders (the “TGE Shareholders”) of Class A shares and Class B shares. TGE has scheduled the Shareholder Meeting to vote on the Merger Agreement and the Transactions on April 16, 2020 at                 , Central Time, at                . Regardless of the number of shares you own or whether you plan to attend the meeting, it is important that your shares be represented and voted at the meeting. Voting instructions are set forth inside this proxy statement.

A committee of the Board of Directors of TGE GP (the “TGE GP Board”) consisting entirely of individuals that the TGE GP Board determined satisfied the requirements set forth in the Partnership Agreement for service on a conflicts committee (the “Conflicts Committee”) has unanimously determined, based upon the facts and circumstances it deemed relevant and appropriate, that the Merger Agreement and the Transactions are in the best interests of TGE, including holders of Class A shares, other than TGE GP and its affiliates (including Buyer, the Sponsors and their affiliates), and has approved the Merger Agreement and the Transactions. The Conflicts Committee, acting on behalf of TGE GP, in its capacity as the general partner of TGE, and on behalf of TGE, pursuant to the authority granted to the Conflicts Committee by the TGE GP Board, also directed that the Merger Agreement and the Transactions be submitted to a vote of the TGE Shareholders in accordance with the Partnership Agreement and recommended the approval of the Merger Agreement and the Transactions by the TGE Shareholders.

The TGE GP Board empowered the Conflicts Committee with all the power of the TGE GP Board with respect to the Merger Agreement and the Transactions, and therefore, the TGE GP Board has not provided a separate recommendation with respect to the Merger Agreement or the Transactions.

This proxy statement provides you with detailed information about the proposed Transactions and related matters. TGE encourages you to read the entire document carefully. All information in this document has been furnished by TGE. You may also obtain additional information about TGE from documents TGE has filed with the Securities and Exchange Commission.

The Class A shares are listed on the NYSE under the symbol “TGE.” The last reported sale price of the Class A shares on the NYSE on                     , 2020 was $        per share.

William R. Moler

Chief Executive Officer

Tallgrass Energy GP, LLC

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The proxy statement is dated                     , 2020 and is first being mailed or otherwise delivered to the TGE Shareholders on or about                     , 2020.

Leawood, Kansas

, 2020

Notice of Special Meeting of Shareholders

To Be Held on April 16, 2020

To the Shareholders of Tallgrass Energy, LP:

A special meeting (the “Shareholder Meeting”) of holders (the “TGE Shareholders”) of Class A shares representing limited partner interests (the “Class A shares”) and Class B shares representing limited partner interests (“Class B shares” and, collectively with the Class A shares, the “TGE Shares”) of Tallgrass Energy, LP, a Delaware limited partnership (“TGE”) will be held on April 16, 2020 at                 , Central Time, located at             , to consider and vote upon the approval and adoption of the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of December 16, 2019, by and among TGE, Tallgrass Energy GP, LLC, a Delaware limited liability company and the general partner of TGE (“TGE GP”), Prairie Private Acquiror LP, a Delaware limited partnership (“Buyer”), and Prairie Merger Sub LLC, a Delaware limited liability company (“Buyer Sub”), and the transactions contemplated thereby, including the merger of Buyer with and into TGE (the “Merger”), with TGE surviving the Merger and continuing to exist as a Delaware limited partnership (such transactions, collectively, the “Transactions”) (such proposal, the “Merger Proposal”).

TGE will transact no other business at the Shareholder Meeting except such business as may properly be brought before the Shareholder Meeting or any adjournments or postponements thereof. At this time, TGE knows of no other matters that will be presented for the consideration of the TGE Shareholders at the Shareholder Meeting.

Pursuant to the Merger Agreement and the Second Amended and Restated Agreement of Limited Partnership of TGE, dated July 1, 2018, as amended (the “Partnership Agreement”), holders of a majority of the outstanding Class A shares and Class B shares, voting together as a single class, must affirmatively vote or consent in favor of the Merger Proposal for it to be approved and adopted. Failures to vote, abstentions and broker non-votes will have the same effect as a vote against the Merger Proposal for purposes of the vote by TGE Shareholders required under the Merger Agreement and the Partnership Agreement.

Contemporaneously with the execution and delivery of the Merger Agreement, the Sponsors (as defined below in “Definitions”) entered into a support agreement with TGE, pursuant to which the Sponsors agreed to vote the 23,652,463 Class A shares and 100,655,121 Class B shares held of record and beneficially by the Sponsors, which represent approximately 44.1% of the total outstanding equity interests of TGE as of March 6, 2020, in favor of the approval of the Merger Agreement and the Transactions at any meeting of the TGE Shareholders. Accordingly, TGE expects that all such Class A shares and Class B shares held by the Sponsors will be voted in favor of the approval and adoption of the Merger Agreement and the Transactions at the Shareholder Meeting.

A committee of the Board of Directors of TGE GP (the “TGE GP Board”) consisting entirely of individuals that the TGE GP Board determined satisfied the requirements set forth in the Partnership Agreement for service on a conflicts committee (the “Conflicts Committee”) has unanimously determined, based upon the facts and circumstances it deemed relevant and appropriate, that the Merger Agreement and the Transactions are in the best interests of TGE, including holders of Class A shares, other than TGE GP and its affiliates (including Buyer, the Sponsors and their affiliates), and has approved the Merger Agreement and the Transactions. The Conflicts Committee, acting on behalf of TGE GP, in its capacity as

the general partner of TGE, and on behalf of TGE, pursuant to the authority granted to the Conflicts Committee by the TGE GP Board, also directed that the Merger Agreement and the Transactions be submitted to a vote of the TGE Shareholders in accordance with the Partnership Agreement and recommended the approval of the Merger Agreement and the Transactions by the TGE Shareholders.

The TGE GP Board empowered the Conflicts Committee with all the power of the TGE GP Board with respect to the Merger Agreement and the Transactions, and therefore, the TGE GP Board has not provided a separate recommendation with respect to the Merger Agreement or the Transactions.

Only TGE Shareholders of record at the close of business on March 12, 2020 are entitled to notice of and to vote at the Shareholder Meeting and any adjournments or postponements of the Shareholder Meeting. A list of TGE Shareholders entitled to vote at the meeting will be available for inspection at TGE’s offices in Leawood, Kansas for any purposes relevant to the meeting during normal business hours for a period of ten days before the meeting and at the meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SUBMIT YOUR PROXY IN ONE OF THE FOLLOWING WAYS. If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee when submitting instructions to cause your Class A shares and Class B shares to be voted. If you hold your shares in your own name, you may submit your proxy by:

Submitting a proxy now will not limit your right to vote at the Shareholder Meeting if you decide to attend in person. If you plan to attend the Shareholder Meeting and wish to vote in person, you will be given a ballot at the Shareholder Meeting.

By order of the Conflicts Committee of the Board of Directors of Tallgrass Energy GP, LLC, as the general partner of Tallgrass Energy, LP.

William R. Moler

Chief Executive Officer

Tallgrass Energy GP, LLC

IMPORTANT NOTE ABOUT THIS PROXY STATEMENT

This proxy statement constitutes a proxy statement of Tallgrass Energy, LP, a Delaware limited partnership (“TGE”), under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the solicitation of proxies for the special meeting (the “Shareholder Meeting”) of holders (the “TGE Shareholders”) of Class A shares representing limited partner interests (the “Class A shares”) and Class B shares representing limited partner interests (“Class B shares” and, collectively with the Class A shares, the “TGE Shares”) of TGE to, among other things, approve the Merger Agreement (as defined below in “Summary Term Sheet—The Merger”) and the Transactions (as defined below in “Summary Term Sheet—The Merger”).

As permitted under the rules of the Securities and Exchange Commission (the “SEC” or the “Commission”), this proxy statement incorporates by reference important business and financial information about TGE from other documents filed with the SEC that are not included in or delivered with this proxy statement. Please read “Where You Can Find More Information” beginning on page 143. You can obtain any of the documents incorporated by reference into this document from the SEC’s website at http://www.sec.gov. This information is also available to you without charge upon your request in writing or by telephone from TGE at the following address and telephone number:

Tallgrass Energy, LP

4200 W. 115th Street, Suite 350

Attention: Investor Relations

Leawood, Kansas 66211

Telephone: (913) 928-6060

Please note that copies of the documents provided to you will not include exhibits, unless the exhibits are specifically incorporated by reference into the documents or this proxy statement.

You may obtain certain of these documents at TGE’s website, www.tallgrassenergy.com, by selecting “Investors,” then selecting “SEC Filings,” and then selecting “Documents.” Information contained on TGE’s website is expressly not incorporated by reference into this proxy statement.

In order to receive timely delivery of requested documents in advance of the Shareholder Meeting, your request should be received no later than April 8, 2020. If you request any documents, TGE will mail them to you by first class mail, or another equally prompt means, after receipt of your request.

TGE has not authorized anyone to give any information or make any representation about the Transactions or TGE that is different from, or in addition to, that contained in this proxy statement or in any of the materials that have been incorporated by reference into this proxy statement. Therefore, you should not rely on any information you receive about the Transactions that is not contained in this proxy statement or in any of the materials that have been incorporated by reference into this proxy statement. If you are in a jurisdiction where the solicitation of proxies is unlawful, or you are a person to whom it is unlawful to direct the solicitation of proxies, then the solicitation presented in this proxy statement does not extend to you. The information contained in this proxy statement speaks only as of the date of this proxy statement, or in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. All information in this document has been furnished by TGE. You may also obtain additional information about TGE from documents TGE has filed with the SEC.

TABLE OF CONTENTS

i

ANNEXES

ii

1

2

3

4

5

6

7

8

9

10

11

DEFINITIONS

The following terms have the meanings set forth below for purposes of this proxy statement, unless the context otherwise indicates:

12

13

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SHAREHOLDER MEETING

Important Information and Risks. The following are brief answers to some questions that you may have regarding the Merger Proposal and the Shareholder Meeting. You should read and consider carefully the remainder of this proxy statement because the information in this section does not provide all of the information that might be important to you. Additional important information and descriptions of risk factors are also contained in the documents incorporated by reference into this proxy statement. Please read “Where You Can Find More Information” beginning on page 143.

You are being asked to approve and adopt the Merger Agreement, a copy of which is attached as Annex A to this proxy statement, as such agreement may be amended from time to time, and the Transactions.

For additional information, see “The Merger Agreement—The Merger Consideration.”

14

An aggregate of 12,000 TGE EPSs held in 3,000 TGE EPS increments by each of Guy G. Buckley, Roy N. Cook, Thomas A. Gerke and Terrance D. Towner, each a director of TGE GP, will vest upon consummation of the Merger pursuant to the terms of the TGE LTIP and the applicable award agreement. Messrs. Cook, Gerke and Towner are also members of the Conflicts Committee.

For additional information, see “The Merger Agreement—Treatment of Equity Awards.”

As further described in “Information Concerning the Blackstone Parties—Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties,” all of the 1,481,754 outstanding Unaffiliated Class B Shares constitute Retained Interests and, pursuant to the Lock-Up and Non-Compete Agreements, substantially concurrently with the consummation of the Merger, the March Lock-Up Parties will sell to Blackstone GP Acquiror or its designees all of the 1,481,754 outstanding Unaffiliated Class B Shares constituting Retained Interests, together with the corresponding TE Units, at a price of $26.25 per Class B share and corresponding TE Unit, $3.82 of which constitutes the Deferred GP Payment, on terms and conditions mutually acceptable to Blackstone GP Acquiror and each such March Lock-Up Party.

The Conflicts Committee has unanimously determined, based upon the facts and circumstances it deemed relevant and appropriate, that the Merger Agreement and the Transactions are in the best interests of TGE,

15

including the TGE Unaffiliated Shareholders, and has approved the Merger Agreement, the Transactions, the Support Agreement and the Limited Guaranty. Since the TGE GP Board empowered the Conflicts Committee with all the power of the TGE GP Board with respect to the Merger Agreement and the Transactions, the Conflicts Committee, acting on behalf of TGE GP, in its capacity as the general partner of TGE, and on behalf of TGE, also directed that the Merger Agreement and the Transactions be submitted to a vote of the TGE Shareholders in accordance with the Partnership Agreement and recommended the approval of the Merger Agreement and the Transactions by the TGE Shareholders.

Accordingly, the Conflicts Committee recommends that the TGE Shareholders vote “FOR” the Merger Proposal.

For additional information, see “Special Factors—Reasons for the Conflicts Committee’s Recommendation.”

Proxies received but marked as abstentions will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum. A broker non-vote will also be considered present at the Shareholder Meeting for purposes of determining the presence of a quorum but cannot be included in the vote. Abstentions and broker non-votes have the same effect as a vote against the Merger for purposes of the vote required under the Merger Agreement and the Partnership Agreement.

For additional information, see “Information about the Shareholder Meeting and Voting.”

If you own Class A shares and/or Class B shares that are directly registered in your name with the transfer agent and return a signed proxy card or submit your proxy via the Internet or by telephone but do not indicate how you wish your Class A shares and/or Class B shares to be voted, Class A shares and/or Class B shares represented by your properly submitted proxy card will be voted “FOR” the Merger Proposal.

For additional information, see “Information about the Shareholder Meeting and Voting.”

16

If your Class A shares and/or Class B shares are held through a bank, broker or other nominee, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies. If your bank, broker or other nominee allows you to submit your proxy via telephone or Internet, you may be able to change your proxy by submitting a proxy again by telephone or Internet.

For additional information, see “Information about the Shareholder Meeting and Voting.”

For additional information, see “Information about the Shareholder Meeting and Voting.”

Contemporaneously with the execution and delivery of the Merger Agreement, the Sponsors entered into the Support Agreement with TGE, pursuant to which the Sponsors agreed to vote the 23,652,463 Class A shares and 100,655,121 Class B shares (representing approximately 44.1% of the total voting power of TGE’s outstanding voting securities as of March 6, 2020) held of record and beneficially by the Sponsors in favor of the approval of the Merger Agreement and the Transactions at any meeting of the TGE Shareholders.

17

For additional information, see “Information about the Shareholder Meeting and Voting.”

For additional information, see “Information about the Shareholder Meeting and Voting.”

Proxies also may be solicited by TGE GP’s and its Affiliates’ directors, officers and employees by telephone, electronic mail, letter, facsimile or in person, but no additional compensation will be paid to them.

18

For additional information, see “The Merger Agreement—Surrender of Class A Shares.”

For additional information, please see “The Merger Agreement—Conditions to the Merger.”

19

Please read “Certain Material U.S. Federal Income Tax Consequences” for a more complete discussion of certain material U.S. federal income tax consequences of the Merger, including with respect to a holder of Class A shares that is a non-U.S. holder (as defined in “Certain Material U.S. Federal Income Tax Consequences”).

Banks, brokers and other nominees may be participating in the practice of “householding” proxy statements and annual reports. As indicated in the notice provided by these banks, brokers and other nominees to TGE Shareholders, a single proxy statement will be delivered to multiple TGE Shareholders sharing an address unless contrary instructions have been received from an affected TGE Shareholder. Once you have received notice from your bank, broker or other nominee that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you would prefer to receive separate copies of the proxy statement either now or in the future, please contact your bank, broker or other nominee or contact TGE’s proxy solicitor, MacKenzie Partners, Inc., toll-free at (800) 322-2885 or (212) 929-5500 or at [email protected], or contact TGE by written or oral request to TGE at 4200 W. 115th Street, Suite 350, Leawood, Kansas 66211 or by telephone at (913) 928-6060.

20

SPECIAL FACTORS

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should read carefully the Merger Agreement in its entirety because it, and not this proxy statement, is the legal document that governs the terms of the Transactions, including the Merger.

Background of the Merger

In the spring of 2018, representatives of Blackstone determined that it had an interest in a potential investment in TGE. At such time, TGE was controlled by a sponsor group consisting of affiliates of The Energy & Minerals Group (“EMG”), affiliates of Kelso & Co. (“Kelso”) and Tallgrass KC, LLC (“Tallgrass KC”), an entity majority owned and controlled by Mr. David G. Dehaemers, Jr., the then-President and Chief Executive Officer of TGE GP. Other then-current and former members of TGE management also own equity in Tallgrass KC, including Messrs. William R. Moler, the then-Executive Vice President and Chief Operating Officer of TGE GP, Gary J. Brauchle, the then-Executive Vice President and Chief Financial Officer of TGE GP, Christopher R. Jones, the Executive Vice President, General Counsel and Secretary of TGE GP, Doug Johnson, the then-Segment President of Crude Oil Transportation of TGE GP and Eric V. Westphal, the then-Senior Vice President of Human Resources, IT and Corporate Risk of TGE GP. Following the TEP and TGE combination in June 2018, EMG, Kelso and Tallgrass KC (collectively, the “Former Sponsor Group”) together with certain other individuals and entities collectively owned (i) 100% of the limited liability company interests in TGE GP (the “GP Interests”) and (ii) Class A shares and Class B shares, together with related TE Units, that comprised approximately 44.7% of the limited partner interests in TGE.

During the spring, summer and fall of 2018, representatives of Blackstone, including Messrs. Sean T. Klimczak, Global Head of Infrastructure, Wallace C. Henderson, Senior Managing Director in the Infrastructure Group, and Matthew Runkle, Managing Director in the Infrastructure Group, engaged in discussions with representatives of the Former Sponsor Group, including Mr. Dehaemers, Mr. John T. Raymond, Managing Partner and Chief Executive Officer of EMG and Mr. Frank Loverro, Co-Chief Executive Officer of Kelso, regarding the possibility of an investment by Blackstone in TGE that would involve the acquisition by Blackstone of TGE GP and all or substantially all of the Class A shares, Class B shares and TE Units held by the Former Sponsor Group. The focus of these preliminary discussions was on the possible price at which any investment would be made, potential investment structures, and the scope and nature of the ongoing investment in TGE by the continuing TGE management team following any investment by Blackstone.

In December 2018, Blackstone engaged in discussions with representatives of GIC Special Investments Pte. Ltd. (“GIC SI”) regarding a potential equity co-investment in TGE and representatives of Blackstone and GIC SI met with certain members of TGE management in connection with their evaluation of a potential investment in TGE.

On December 12, 2018, Blackstone delivered a letter to the Former Sponsor Group offering to acquire from the Former Sponsor Group (i) the GP Interests and (ii) Class A shares, Class B shares and corresponding TE Units representing an approximate 44% limited partner interest in TGE for total consideration of $26.25 per Class A or Class B share, with the amount to be allocated to the GP Interests to be determined by the parties following further analysis of the value of the GP Interests. In addition, Blackstone proposed that (i) Mr. Dehaemers would retain and not sell to Blackstone some combination of Class A shares or Class B shares valued, in the aggregate, at $100 million (though Mr. Dehaemers would be required to sell to Blackstone his full indirect GP Interest) and (ii) other key management team members that were part of the Former Sponsor Group would also retain one-third of their Class A shares and Class B shares, but sell all of their indirect GP Interests. Upon receipt of the proposal, the Former Sponsor Group agreed to proceed towards negotiating definitive documentation related to a potential sale transaction.

21

On December 14, 2018, Vinson & Elkins delivered to Mr. Dehaemers and Mr. Jones an initial draft purchase agreement. From December 14, 2018 through January 30, 2019, Vinson & Elkins and Baker Botts L.L.P., counsel to the Former Sponsor Group with respect to the transaction (“Baker Botts”), negotiated the terms of the purchase agreement, including the scope of representations and warranties and post-closing indemnification obligations with respect thereto and the purchase price allocation between the GP Interests and the Class A shares, Class B shares and TE Units.

In addition, during this time period, representatives of Blackstone, together with Vinson & Elkins, negotiated the terms of the Lock-Up and Non-Compete Agreements with the March Lock-Up Parties including: (i) the structure of any rollover arrangement and (ii) the necessity and scope of lock-up obligations and non-compete agreements. During the course of these negotiations, Blackstone stressed to the representatives of the Former Sponsor Group the importance to Blackstone of ensuring key management members were incentivized to further grow the business of TGE following the completion of the acquisition, which would be a significant liquidity event for the March Lock-Up Parties, as well as Blackstone’s unwillingness to proceed with a transaction without strong non-compete agreements with key management team members.

Following extensive negotiations, on January 30, 2019, affiliates of Blackstone entered into a purchase agreement (the “Purchase Agreement”) with Tallgrass Energy Holdings, LLC, a Delaware limited liability company, Tallgrass Holdings, LLC, a Delaware limited liability company, KIA VIII (Rubicon), L.P., a Delaware limited partnership, KEP VI AIV (Rubicon), LLC, a Delaware limited liability company, Tallgrass KC, William R. Moler Revocable Trust, under trust agreement dated August 27, 2013, and David G. Dehaemers, Jr. Revocable Trust, a revocable trust under trust agreement dated April 26, 2006, pursuant to which Blackstone would acquire 100% of the GP Interests, and Class A shares and Class B shares (and related TE Units) representing approximately 44% of the limited partner interests in TGE. Funds managed by Blackstone and an affiliate of GIC SI agreed to fund the equity financing for the transactions contemplated by the Purchase Agreement.

In the Purchase Agreement, the parties agreed to allocate the purchase price such that $22.43 would be paid for each Class A share and each Class B share (together with the corresponding TE Unit), while the product of $3.82 multiplied by the number of Class A shares and Class B shares purchased would be paid for the GP Interests, resulting in an effective price of $26.25 paid per Class A and Class B share. The $22.43 per share price corresponded to the 60-day volume weighted average trading price of the TGE Class A shares prior to December 19, 2018, the last trading day prior to media reports that an investment firm was in discussions to acquire TGE.

In connection with the transactions contemplated by the Purchase Agreement, affiliates of Blackstone also entered into the Lock-Up and Non-Compete Agreements, pursuant to which, among other things, (i) each March Lock-Up Party agreed to retain and not sell its Retained Interests for the Lock-Up Period and (ii) each March Lock-Up Party (other than Mr. Dehaemers, whose employment agreement with TGE GP included non-competition and non-solicitation restrictions that were amended and expanded to three years in connection with the transactions) agreed, for a period beginning on the closing date of the March 2019 Blackstone Acquisition and ending on June 30, 2020, not to (a) compete with TGE GP or any of its subsidiaries in certain geographical locations in which TGE GP and its subsidiaries operate or (b) induce any employee or independent contractor of TGE GP or its subsidiaries to change or end such relationship. The Lock-Up and Non-Compete Agreements also provided that if, at any time during the Lock-Up Period, Blackstone GP Acquiror or its affiliates acquired the outstanding public Class A shares or entered into a definitive agreement to acquire the outstanding public Class A shares, each March Lock-Up Party would have the right to elect to either (A) sell all of his Retained Interests to Blackstone GP Acquiror or its designees at the higher of (i) the price being paid to the public holders of Class A shares by Blackstone GP Acquiror or its affiliates in such transaction (the “LP Unit Price”) or (ii) $26.25 per Class A share (equal to the sum of the $22.43 per Class A share or Class B share, as applicable, and $3.82 per share, representing the Deferred GP Payment) or (B) roll all of his Retained Interests into securities of TE, TGE or their successor entities or holding companies, as applicable, in each case at the

22

higher of (i) the LP Unit Price or (ii) $26.25 per Class A share or per Class B share and corresponding TE Unit. However, if, at the end of the Lock-Up Period, a take-private transaction has not occurred or an agreement to effect a take-private transaction has not been entered into, then each March Lock-Up Party would retain his Retained Interests and receive from Blackstone GP Acquiror or its designated affiliates $3.82 in cash per each Retained Interest, representing the Deferred GP Payment. The Lock-Up and Non-Compete Agreements were drafted to incentivize management to increase TGE’s share price, as management would benefit from a price increase above $26.25 per Class A share. For further information regarding the Lock-Up and Non-Compete Agreements, please see “Information Concerning the Blackstone Parties—Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties—Lock-Up and Non-Compete Agreements.”

Blackstone also entered into the Director Designation Agreement with Mr. Dehaemers pursuant to which, following the closing date of the March 2019 Blackstone Acquisition through December 31, 2020, and for so long as Mr. Dehaemers remained a member of the TGE GP Board, Mr. Dehaemers was entitled to designate either Mr. Moler, Mr. Jones or Mr. Brauchle to serve as a member of the TGE GP Board. The Director Designation Agreement also provided that, following the closing of the March 2019 Blackstone Acquisition and for so long as Mr. Dehaemers served as Chief Executive Officer of TGE GP, if all three independent members of the TGE GP Board as of immediately prior to the closing of the March 2019 Blackstone Acquisition were removed from the TGE GP Board, Mr. Dehaemers would have the right to designate one individual to serve as an independent member of the TGE GP Board. For additional information on these agreements, please see “Information Concerning the Blackstone Parties—Past Contacts, Transactions, Negotiations and Agreements Involving TGE and the Blackstone Parties.”

On March 11, 2019, after discussions with Blackstone, affiliates of Enagás, S.A. (“Enagás”) agreed to also provide equity financing in connection with the March 2019 Blackstone Acquisition.

On March 11, 2019, the March 2019 Blackstone Acquisition closed and entities owned by Blackstone, an affiliate of GIC SI and Enagás acquired an aggregate of 21,751,018 Class A shares, 100,655,121 Class B shares, 100,655,121 TE Units, and all of the outstanding GP Interests for aggregate cash consideration of $3,213,161,149. As a result of the March 2019 Blackstone Acquisition, Blackstone acquired control of TGE GP, TGE and its direct and indirect subsidiaries, including the right to appoint all directors of the TGE GP Board, subject to the rights of Mr. Dehaemers under the Director Designation Agreement and the rights of affiliates of GIC SI and Enagás under the Equityholders Agreement. Upon the closing of the March 2019 Blackstone Acquisition, Messrs. Henderson and Runkle, employees of Blackstone, Guy G. Buckley, a senior advisor to Blackstone, and Marcelino Oreja Arburúa, Chief Executive Officer of Enagás, were appointed to the TGE GP Board to replace the four directors previously designated by EMG and Kelso.

On March 14, 2019, the Prairie Secondary Acquirors, which are each owned by affiliates of Blackstone, an affiliate of GIC SI and an affiliate of Enagás, entered into a 10b5-1(c) purchase plan pursuant to which they were authorized to purchase up to $150 million of Class A shares on the open market, subject to certain volume and pricing thresholds and compliance with the conditions of Rule 10b-18 under the Exchange Act. The purchase program commenced on March 14, 2019 until it was terminated on May 9, 2019. During the pendency of the purchase plan, the Prairie Secondary Acquirors acquired 1,592,453 Class A shares in the aggregate, at prices ranging from $23.62 to $24.50.

On March 27, 2019, the Prairie Secondary Acquirors acquired an aggregate of 308,992 Class A shares at a price of $23.76 per share (the closing price of Class A shares on March 11, 2019, the date of the closing of the March 2019 Blackstone Acquisition) from certain TGE employees in connection with the accelerated vesting of incentive awards held by such persons upon the closing of the transactions contemplated by the Purchase Agreement. The Prairie Secondary Acquirors agreed to acquire these Class A shares to provide certain TGE employees with additional liquidity in connection with the closing of the March 2019 Blackstone Acquisition consistent with what such employees would have received if the incentive awards had been settled in cash.

23

From May 2019 through August 2019, the United States midstream energy industry experienced deteriorating market conditions resulting in stock price declines and capital outflows across much of the sector. In addition to being affected by the industry-wide conditions, TGE’s Class A share price was also likely impacted by the announcement on June 10, 2019 of the Liberty Pipeline joint venture between Phillips 66 and Bridger Pipeline LLC that would compete with TGE’s subsidiary, Tallgrass Pony Express Pipeline, LLC (“Pony Express Pipeline”) (which owns and operates the Pony Express Crude Oil Pipeline System), to provide crude oil transportation services from the Rockies and Bakken production areas to Cushing, Oklahoma. From May 28, 2019, through August 27, 2019, the last trading day prior to the public announcement of Blackstone’s delivery of a take-private proposal, TGE’s closing stock price fell from $23.90 to $14.35, a decline of 39.9%, while the Alerian MLP index, a broad index of midstream energy partnerships, fell from $247.99 to $222.96, or 10.1% during the same period.

Also during the summer of 2019 and against the broader industry backdrop, Blackstone consulted with its legal and financial advisors from the March 2019 Blackstone Acquisition, Vinson & Elkins L.L.P. (“Vinson & Elkins”) and Citigroup Global Markets Inc. (“Citi”), as well as one of Blackstone’s debt financing sources from the March 2019 Blackstone Acquisition, Credit Suisse Securities (USA) LLC (“Credit Suisse”), regarding the possibility of pursuing a take-private transaction, including with respect to financing, structure and legal matters. As part of exploring the viability of pursuing such a transaction, Blackstone also engaged in discussions with GIC SI, Enagás and several additional partners to determine the interest and ability of such parties to participate in a potential take-private transaction. The parties engaged in such discussions included L5 Investment Holdings LP (“USS”) and the National Pension Service of Korea (“NPS”).

On July 29, 2019, as Blackstone continued to evaluate whether to explore a potential take-private transaction, Messrs. Henderson and Runkle requested that Mr. Brauchle provide management’s long-term forecast with respect to the TGE business, which Mr. Brauchle provided on August 6, 2019.

On August 27, 2019, after receiving preliminary, non-binding indications from each of GIC SI, Enagás, USS and NPS that they would be interested in investing additional equity in connection with a take-private of TGE if Blackstone were to propose and ultimately consummate such a transaction, Blackstone’s Investment Committee approved making an offer to acquire all of the Class A shares not already owned by affiliates of Blackstone at a price of $19.50 per share. On August 27, 2019, Blackstone formally submitted a proposal to the TGE GP Board to acquire all of the outstanding Class A shares not already owned by the Sponsors in exchange for $19.50 in cash per Class A share, with such transaction to be structured as a merger between TGE and a newly formed acquisition vehicle controlled by the Sponsors (the “Potential Transaction”).

At a special meeting held on August 28, 2019, the TGE GP Board (i) reviewed the qualifications of each of Messrs. Cook, Gerke and Towner and determined that each of Messrs. Cook, Gerke and Towner satisfied the criteria for membership on a “Conflicts Committee,” as that term is defined in the Partnership Agreement, (ii) appointed them to serve on the Conflicts Committee for purposes of reviewing, evaluating and negotiating the Potential Transaction on behalf of TGE and the TGE Unaffiliated Shareholders and (iii) authorized and empowered the Conflicts Committee, and delegated to the Conflicts Committee the full power, authority and responsibilities of the TGE GP Board, on behalf of TGE GP, TGE and the TGE Unaffiliated Shareholders, to (v) review, evaluate and negotiate the Potential Transaction, (w) determine whether or not to grant “Special Approval” (pursuant to Section 7.9 of the Partnership Agreement), (x) determine whether or not to approve the Potential Transaction, including the authority to reject the Potential Transaction, and on such terms and conditions as may ultimately be negotiated, (y) make a recommendation to the TGE Unaffiliated Shareholders as to what action, if any, should be taken by the TGE Unaffiliated Shareholders with respect to the Potential Transaction, and (z) retain its own professional advisors in connection with its review of the Potential Transaction.

On August 29, 2019, the Conflicts Committee met telephonically, together with representatives of Bracewell LLP (“Bracewell”). The Conflicts Committee informed Bracewell that it had appointed Mr. Cook as

24

the chair of the Conflicts Committee and had determined to engage Bracewell as its legal advisor in connection with the Potential Transaction. Bracewell was selected by the Conflicts Committee because of, among other reasons, its prior work representing a conflicts committee of the board of directors of the general partner of TEP when TEP was a publicly traded partnership, on which Messrs. Cook and Towner served (such committee, the “TEP Conflicts Committee”); its knowledge and familiarity with TGE and the industry in which TGE operates; its experience with mergers and acquisitions, including mergers and acquisitions involving public limited partnerships (including experience representing conflicts committees of boards of directors of general partners of public limited partnerships); and its experience with public limited partnerships generally. Bracewell’s engagement was confirmed by letter dated August 29, 2019.

On August 30, 2019, the Conflicts Committee met telephonically, together with representatives of Bracewell. Bracewell discussed “Special Approval,” as defined in the Partnership Agreement, confirmed with each member of the Conflicts Committee that he met the requirements set forth in the Partnership Agreement for service on the Conflicts Committee, and advised the Conflicts Committee of its responsibilities, under the Partnership Agreement and otherwise, with respect to the Potential Transaction. The Conflicts Committee members discussed with Bracewell the potential engagement of Evercore as financial advisor. The Conflicts Committee selected Evercore based on its experience with TGE’s assets gained through several prior transactions as financial advisor to the TEP Conflicts Committee and a prior conflicts committee of the TGE GP Board, its experience in the industry in which TGE operates and its mergers and acquisitions experience, particularly mergers and acquisitions involving public limited partnerships (including experience advising conflicts committees of boards of directors of general partners of public limited partnerships). Evercore’s engagement was confirmed by letter dated September 5, 2019. The Conflicts Committee and Bracewell discussed the Potential Transaction, including analyst reports that had mentioned the Lock-Up and Non-Compete Agreements. The Conflicts Committee and Bracewell noted that the $26.25 per share price in the Lock-Up and Non-Compete Agreements included the amount of $3.82 per share, which constitutes the Deferred GP Payment. The Conflicts Committee viewed the Deferred GP Payment as a deferred payment of a portion of the control premium that Blackstone had paid in connection with acquiring all of the equity interests of TGE GP. The Conflicts Committee requested that Bracewell propose a standstill agreement to be entered into by the Sponsors while the Conflicts Committee undertook its work.

On September 8, 2019, Blackstone began engaging Credit Suisse as a financial advisor in connection with the Potential Transaction.

On September 3, 2019, Bracewell sent a proposed standstill agreement to Vinson & Elkins. After the exchange of multiple drafts, the Standstill Agreement was executed by the parties, effective as of August 27, 2019, the date of the Sponsors’ proposal letter.

On September 9, 2019, the Conflicts Committee met telephonically, together with representatives of Evercore and Bracewell. Evercore discussed with the Conflicts Committee the areas that would be their focus in their financial analysis of TGE and of the Potential Transaction.

On September 12, 2019, TGE management provided Bracewell, for further delivery to the Conflicts Committee and Evercore, with management presentation slides in advance of a meeting scheduled for September 17, 2019, at TGE’s offices in Leawood, Kansas.

On September 16, 2019, Vinson & Elkins emailed to Bracewell initial drafts of a proposed Merger Agreement, Support Agreement, Limited Guaranty and Equity Commitment Letter. Bracewell provided a copy of the draft Merger Agreement to Mr. Jones and Jason Nonnemaker, Assistant General Counsel of TGE GP, so that they and Baker Botts, which was appointed as TGE’s outside counsel, could provide input with respect to certain TGE representations, warranties, covenants and other provisions contained in the draft Merger Agreement.

25

On September 17, 2019, the Conflicts Committee, representatives of Evercore and Bracewell attended a management presentation at TGE’s offices in Leawood, Kansas, at which members of senior management discussed financial projections for the years 2020 through 2023 (as defined above in “—Certain Financial Projections—Management Case”), which were substantially similar to the financial projections that Mr. Brauchle provided to Messrs. Henderson and Runkle on August 6, 2019, and provided an overview of the operations and prospects of TGE’s business.

On September 18, 2019, the Conflicts Committee engaged Morris Nichols, Arsht & Tunnell LLP (“Morris Nichols”) to act as its Delaware counsel in connection with the Potential Transaction.

Mr. Jones, Bracewell and Vinson & Elkins established a process by which Mr. Jones would share communications received by TGE from TGE Unaffiliated Shareholders regarding the Potential Transaction with Bracewell and Vinson & Elkins, for forwarding on to their respective clients. Mr. Jones periodically forwarded such shareholder communications from September through December 2019.

On September 25, 2019, Bracewell, Messrs. Jones and Nonnemaker and Baker Botts held a conference call to discuss the initial draft of the Merger Agreement, and on September 26 and October 2, 2019, Bracewell and Morris Nichols held conference calls to discuss the initial draft of the Merger Agreement.

On October 11, 2019, the Conflicts Committee met telephonically, together with representatives of Bracewell, to discuss the initial drafts of the transaction documents received from Vinson & Elkins.

On October 15, 2019, the Conflicts Committee met telephonically, together with representatives of Evercore and Bracewell, to receive Evercore’s preliminary valuation analysis. Evercore outlined the key terms of the Lock-Up and Non-Compete Agreements, noting that subtracting the $3.82 per share Deferred GP Payment owed to the March Lock-Up Parties from the $26.25 per share owed to the March Lock-Up Parties under the Lock-Up and Non-Compete Agreements results in an implied value of $22.43 per Class A share and Class B share (and corresponding TE Unit). Evercore then described in detail the Management Case and discussed with the Conflicts Committee each of the valuation methods used in Evercore’s preliminary valuation analysis, noting that more work was needed to provide the Conflicts Committee with an indicative range of values for the Class A shares.

On October 18, 2019, Bracewell provided written comments to the initial drafts of the Merger Agreement, the Support Agreement, the Limited Guaranty and the Equity Commitment Letter to Vinson & Elkins. The comments to the draft Merger Agreement were subsequently provided to Messrs. Jones and Nonnemaker and to Baker Botts. The comments to the draft Merger Agreement included, among other changes, (i) the addition of a closing condition requiring separate approval by a majority of the TGE Unaffiliated Shareholders (referred to as the “majority of the unaffiliated condition”), (ii) the addition of restrictions on the Buyer Parties’ activities similar to those in the Standstill Agreement, (iii) deletion of a cap on regular quarterly dividends to the Class A shareholders by TGE that would be permitted between the date of execution of the agreement and the closing date, (iv) a reduction in the termination fee payable by TGE in the event the Merger Agreement were terminated under certain circumstances from 3% to 1% of the total Merger Consideration, and (v) deletion of a requirement that TGE reimburse Buyer’s transaction expenses up to $20 million in the event the Merger Agreement were terminated under certain circumstances.

On October 21, 2019, Bracewell and Vinson & Elkins held a conference call to discuss the comments to the draft transaction documents.

On October 22, 2019, the Conflicts Committee met telephonically, together with representatives of Evercore and Bracewell, to receive Evercore’s updated preliminary valuation analysis. Evercore and the Conflicts Committee discussed the risks and uncertainty TGE was facing going forward, including but not limited to (i) increased counterparty risk due to an overall decline in commodity prices, (ii) a decline in committed volumes

26

on TGE’s pipelines, (iii) pricing pressures from customers, (iv) a potential increase in competition from proposed new pipelines, (v) the availability and cost of financing for growth capital expenditures and (vi) the lack of identified organic growth projects or acquisition targets, either as a result of related party dropdowns or from third parties. They noted in particular the approximate $137 million projected decrease in estimated 2020 EBITDA as compared to the then-estimated 2019 EBITDA, due to the foregoing and other related factors. As part of a discussion regarding the Management Case, the Conflicts Committee noted that management had a strong track record of meeting annual operating budgets and had a reasonable basis to rely on management’s views of future operating performance. The Conflicts Committee determined that it should convey to the Sponsors that it considered the Sponsors’ offer of $19.50 per Class A share to be inadequate, and that a price of $24.50 per Class A share would be more reflective of the long-term value of TGE. The Conflicts Committee also reported on a comment previously made by Mr. Henderson that, in connection with ongoing succession planning that had begun with the support of the TGE GP Board in May 2019, the Sponsors had identified a short list of potential candidates, including Mr. Moler, that they intended to recommend the TGE GP Board consider to replace Mr. Dehaemers as Chief Executive Officer upon his planned retirement at the end of 2019.

Later on October 22, 2019, Mr. Cook had a telephone call with Mr. Henderson during which he communicated that, based on Evercore’s preliminary valuation analysis, the Conflicts Committee considered the Sponsors’ offer of $19.50 per Class A share to be inadequate, and that a price of $24.50 per Class A share would be more reflective of the long-term value of TGE.

On October 24, 2019, Mr. Henderson called Mr. Cook to further discuss the significant difference between the Sponsors’ offer price and the indicative value Mr. Cook communicated on October 22. Messrs. Henderson and Cook agreed that the parties’ respective financial advisors should meet to discuss the reasons underlying the parties’ meaningfully different views of value. The next day, in accordance with the parties’ directives, Evercore, Citi and Credit Suisse discussed the Management Case and underlying assumptions upon which the Management Case was based.

On October 27, 2019, during a telephonic meeting between the Conflicts Committee members and Mr. Henderson, Mr. Henderson conveyed that Blackstone would be supportive of a revised offer of $20.00 per Class A share, conditioned on there being no majority of the unaffiliated condition in the Merger Agreement. Mr. Henderson further indicated that it would be difficult for the Sponsors to increase the offer by another $0.50 per Class A share and suggested that the Management Case was overly optimistic. The Conflicts Committee members did not respond to Mr. Henderson’s improved offer. Mr. Henderson also commented further on the status of the Sponsors’ efforts to identify a leading candidate to be a successor to Mr. Dehaemers.

Later on October 27, 2019, the Conflicts Committee met telephonically, in part to update representatives of Evercore and Bracewell on the earlier telephone call with Mr. Henderson. The Conflicts Committee expressed the importance of full TGE GP Board involvement regarding the Chief Executive Officer transition. The Conflicts Committee discussed the importance to TGE of a successful management succession process and result, regardless of the outcome of the Sponsors’ proposal. The Conflicts Committee also discussed with Evercore and Bracewell Mr. Henderson’s belief that the Management Case was overly optimistic. The Conflicts Committee asked Evercore to do further analysis of the Management Case, particularly with respect to re-contracting risk on the Pony Express Pipeline and growth capital expenditures.

On October 28, 2019, the Conflicts Committee met telephonically, together with representatives of Evercore and Bracewell, and again discussed the Management Case with respect to TGE’s operations. Evercore noted that they had performed due diligence on the assumptions underlying the operational projections in the Management Case and found them to be reasonable. The Conflicts Committee and Evercore also discussed the forecasted unidentified growth capital expenditures of $750 million for each of the years 2020 through 2023 included in the Management Case and noted that such level of growth capital expenditures was well in excess of historical amounts and not tied to any identified projects. The Conflicts Committee determined to tell Mr. Henderson that the offer of $20.00 per Class A share was not acceptable.

27

After the regular quarterly TGE GP Board meeting on October 30, 2019, the Conflicts Committee members met with Mr. Henderson and told him that the revised offer of $20.00 per Class A share was not acceptable and that the Conflicts Committee felt that it was important for the full TGE GP Board to focus on successfully completing Chief Executive Officer succession before returning to negotiating the Potential Transaction.

During November 2019, the Conflicts Committee members continued to discuss among themselves the forecasted unidentified growth capital expenditures included in the Management Case. They noted that for the five-year period beginning with 2015 and including 2019, TGE’s average organic growth capital expenditures were approximately $309 million per year, causing them to question the achievability of $750 million of unidentified annual growth capital expenditures. Because Messrs. Cook and Towner were members of the board of directors of the general partner of TEP and served on the TEP Conflicts Committee in connection with numerous transactions between 2013 and 2018, and Mr. Gerke has been on the TGE GP Board since 2015, each member of the Conflicts Committee was familiar with TGE’s history of growth capital expenditures.

On November 12, 2019, Mr. Cook met with Mr. Henderson, Sean Klimczak, Global Head of Infrastructure of Blackstone, and Steve Bolze, Senior Managing Director of Blackstone. The discussion centered on the Chief Executive Officer succession, but Mr. Cook did confirm that the Conflicts Committee continued to believe that the $20.00 per Class A share offer was insufficient. Mr. Cook did not make a counterproposal on behalf of the Conflicts Committee.

On November 22, 2019, the Conflicts Committee received the TGE budget for 2020 from management, which it shared on the same day with Evercore and Bracewell. The budget projected $132 million of growth capital expenditures in 2020 but did not address subsequent years.

On November 24, 2019, the TGE GP Board met telephonically and approved the terms of the retirement of Mr. Dehaemers as the Chief Executive Officer of TGE GP effective on November 24, 2019 and his retirement from the TGE GP Board effective on December 31, 2019. The TGE GP Board also approved the promotion of President and Chief Operating Officer William R. Moler to Chief Executive Officer of TGE GP, effective on November 24, 2019.

On December 3, 2019, Mr. Klimczak emailed to the Conflicts Committee, as well as to the other members of the TGE GP Board, Mr. Jones and representatives of Bracewell and Evercore, a revised proposal letter on behalf of the Sponsors. The revised proposal letter set forth in writing the $20.00 per share offer that Mr. Henderson previously communicated Blackstone would be supportive of and noted that if the parties were unable to reach an agreement by Friday, December 13, 2019, the offer would be withdrawn as the Sponsors were not prepared to continue to hold the offer open much longer. The letter also stated that revised transaction documents would be sent to the Conflicts Committee’s advisors for their review. Later that day, Vinson & Elkins emailed revised drafts of the transaction documents to Bracewell, and Bracewell shared the revised drafts with Messrs. Jones and Nonnemaker and Baker Botts.

The revised draft Merger Agreement, among other changes, (i) deleted the majority of the unaffiliated condition, (ii) restored the concept that a cap would be placed on the amount of the Class A shareholders’ regular dividend for the fourth quarter of 2019, (iii) increased the termination fee payable by TGE in the event Buyer were to terminate the Merger Agreement in certain circumstances from 1% to 2% of the total Merger Consideration, and (iv) restored the requirement that TGE reimburse the Buyer’s transaction expenses in the event the Merger Agreement were terminated under certain circumstances, but revised the cap on such expenses from $20 million to $10 million.

Also on December 3, 2019, the Conflicts Committee asked Evercore to prepare the Historical Growth Capital Expenditure Case valuation analysis using $350 million of annual growth capital expenditures for each of the years 2020 through 2023, as this amount was closer to TGE’s annual average for the previous five years.

28

On December 5, 2019, the Conflicts Committee met telephonically, together with representatives of Evercore and Bracewell, to discuss Evercore’s updated preliminary financial analysis and the revised drafts of the transaction documents. Evercore noted that the TGE budget for 2020 that was previously provided was substantially consistent with the Management Case for 2020, with the exception of the $750 million of unidentified growth capital expenditures. Evercore then discussed its valuation analysis using the Historical Growth Capital Expenditure Case requested by the Conflicts Committee. The Conflicts Committee determined that more diligence was required on growth capital expenditures generally, and that it would seek to obtain more specific management input. Bracewell then provided an overview of the revised draft of the Merger Agreement. The Conflicts Committee discussed with Bracewell the majority of the unaffiliated condition and instructed Bracewell to reinsert the condition into the draft Merger Agreement. The Conflicts Committee also instructed Bracewell to remove the Buyer expense reimbursement provisions.

On December 6, 2019, the members of the Conflicts Committee and a representative of Evercore met in Leawood, Kansas, with Messrs. Henderson and Klimczak and a representative of Citi, at which meeting the Evercore representative discussed Evercore’s financial analysis of TGE.

Later on December 6, 2019, the members of the Conflicts Committee and a representative of Evercore met with Mr. Moler and sought his views of the growth capital expenditures included in the Management Case as compared to $350 million per year, which was closer to TGE’s average organic growth capital expenditures over the previous five years. Mr. Moler responded that he believed the forecasted growth capital expenditures included in the Management Case were achievable, although he acknowledged that there were no specifically identified projects or acquisitions comprising that forecast and that TGE would need more debt and equity financing to achieve it. He also noted that, due to changed circumstances affecting TGE and its industry since the Management Case was provided to the Conflicts Committee in September 2019 and because there would be more certainty in identifying projects and in TGE’s ability to finance growth capital expenditures in the amount of $350 million annually, he believed the $350 million per year growth capital expenditures estimate was more reasonable. Based on this discussion and the evaluations and discussions over the previous several weeks, the Conflicts Committee became comfortable with analyzing, and determined it was reasonable to evaluate, TGE using the Historical Growth Capital Expenditure Case.

Further on December 6, 2019, on behalf of Blackstone, Vinson & Elkins sent initial drafts of debt commitment letters to prospective commitment parties and their counsel, which debt commitment letters were negotiated over the course of the next ten days until their execution on December 16, 2019. The debt commitment letters provide for committed debt financing to fund a portion of the Merger Consideration and to pay related costs, fees and expenses. Also in December 2019, Blackstone engaged in discussions with GIC SI, Enagás and USS regarding the allocation of equity contributions to be used to fund a portion of the Merger Consideration pursuant to the Equity Commitment Letter and the corresponding allocations of obligations under the Limited Guaranty.

On December 8, 2019, Mr. Cook spoke by telephone with Mr. Klimczak. Mr. Cook told Mr. Klimczak that the Sponsors would have to raise their offer further or the Conflicts Committee would not approve the Potential Transaction.

Later on December 8, 2019, the members of the Conflicts Committee and representatives of Bracewell and Evercore discussed by telephone the matters discussed during the meetings on December 6 and the subsequent call between Mr. Cook and Mr. Klimczak.

On December 10, 2019, the Conflicts Committee met telephonically, together with representatives of Evercore and Bracewell. Evercore presented their updated financial analysis using the Historical Growth Capital Expenditure Case in addition to their analysis of the Management Case, as requested by the Conflicts Committee. Bracewell then discussed with the Conflicts Committee the Sponsors’ unwillingness to including a majority of the unaffiliated condition. Bracewell also noted that, at the Conflicts Committee’s request, they had prepared draft announcements to be made in the event the parties were unable to come to an agreement.

29

Later on December 10, 2019, Messrs. Cook and Gerke spoke by telephone with Mr. Klimczak. Messrs. Cook and Gerke, on behalf of the Conflicts Committee, told Mr. Klimczak that the Merger Consideration needed to be at least $21.90 per Class A share, plus payment of dividends in the amount of $0.55 per share for each of the fourth quarter of 2019 and the first quarter of 2020. Mr. Cook also noted that, due to his travel schedule, Mr. Gerke would be the primary point of contact for the Conflicts Committee for the next two weeks. On a follow-up call the same day between Mr. Gerke and Mr. Klimczak, Mr. Gerke said that if the Sponsors agreed to the price as communicated on the previous call, the Conflicts Committee would accept the deletion of the majority of the unaffiliated condition. Mr. Klimczak responded that he wanted the parties’ respective financial advisors to discuss Evercore’s financial analysis further and for Vinson & Elkins and Bracewell to confirm the details of the proposed price. Vinson & Elkins and Bracewell did so later that evening.

On December 11, 2019, representatives of Evercore spoke by telephone with representatives of Citi. The Evercore representative informed Mr. Gerke that Citi had suggested that Evercore re-examine its perpetuity capital expenditures analysis and that Evercore had responded that it believed it was unnecessary to re-examine the perpetuity capital expenditures analysis in isolation of re-examining other analyses. Messrs. Cook and Gerke then confirmed by telephone call with Mr. Klimczak that there were no changes to the Conflicts Committee’s view regarding value as a result of the call between the financial advisors.

Later on December 11, 2019, Mr. Klimczak emailed to the Conflicts Committee, as well as to the other members of the TGE GP Board, Mr. Jones and representatives of Bracewell and Evercore, a revised proposal letter on behalf of the Sponsors. The letter stated that the proposed price communicated by the Conflicts Committee was effectively $23.00 per Class A share when factoring in the two $0.55 per share dividends and was unrealistic and inconsistent with reasonable valuation metrics. The letter provided a revised offer of $21.90 per Class A share, together with payment of a $0.55 per share dividend for the fourth quarter of 2019, with no further dividends to be paid following the signing of definitive agreements. The letter stated that the offer would stand until 5:00 P.M. Eastern Standard Time, on December 13, 2019, and that if the Conflicts Committee did not accept the offer, Blackstone would publicly withdraw the offer. Mr. Gerke responded by email, on behalf of the Conflicts Committee, acknowledging receipt of the revised proposal letter and noting that the Conflicts Committee would review it.

Later on December 11, 2019, Bracewell emailed revised drafts of the transaction documents to Vinson & Elkins and to Messrs. Jones and Nonnemaker. On December 12, 2019, Bracewell, Vinson & Elkins and Messrs. Jones and Nonnemaker discussed the revised drafts by telephone. The same day, Vinson & Elkins shared a draft of the Debt Commitment Letter with Bracewell, Baker Botts and Messrs. Jones and Nonnemaker.

On December 12, 2019, Mr. Gerke notified Mr. Klimczak that the Conflicts Committee would have a response to the revised offer on Friday, December 13, 2019. The Conflicts Committee members discussed the revised offer with Evercore.

On December 13, 2019, Messrs. Gerke and Towner responded to the revised offer by telephone call with Mr. Klimczak. Mr. Gerke said the Conflicts Committee would accept a price of $22.45 per Class A share, with no further dividends declared or paid after the signing of definitive agreements.

Also on December 13, 2019, Vinson & Elkins, Bracewell and Messrs. Jones and Nonnemaker discussed by telephone the process for finalizing and approving the definitive agreements should there be agreement on price. Later that day, Vinson & Elkins emailed to Bracewell revised drafts of the transaction documents, as well as drafts of various debt and equity commitment letters. The draft Merger Agreement contained a provision that, in the event a dividend were declared and payable or had a record date prior to closing of the Merger, the Merger Consideration would be reduced accordingly. On December 14, the parties and their advisors discussed this provision, and it was subsequently removed from the draft Merger Agreement. Subsequent drafts of the Merger Agreement also clarified the restrictions on the TGE GP Board’s ability to declare, and TGE’s ability to pay, dividends after the date of the Merger Agreement, and that if the Merger Agreement were terminated, subject to

30

TGE GP Board approval, TGE would distribute to the holders of Class A shares the amounts the TGE GP Board determines would have otherwise been distributed were it not for such restrictions.

On December 14 and 15, 2019, counsel to the parties exchanged drafts and comments on the various debt and equity commitment letters. Vinson & Elkins, Bracewell, Richards, Layton & Finger, P.A., Delaware counsel to Blackstone, and Mr. Jones also discussed procedural matters related to the Conflicts Committee’s potential approval of the Merger, including the process by which the Conflicts Committee would confirm its reliance upon the Historical Growth Capital Expenditure Case prior to receiving any fairness opinion from Evercore where the underlying financial analyses were based on such case.

On December 15, 2019, the Conflicts Committee met telephonically with representatives of Bracewell. The Conflicts Committee and Bracewell discussed, as part of the Conflicts Committee finalizing its due diligence review process, that the Conflicts Committee would ask senior management of TGE to confirm that management’s current views remained consistent with what had been communicated to the Conflicts Committee on December 6, 2019: that management believed $350 million in annual unidentified growth capital expenditures was a more reasonable current assumption of TGE’s annual unidentified growth capital expenditures for the years 2020 through 2023 than the $750 million per year of unidentified growth capital expenditures included in the original Management Case. After the meeting, a representative of Bracewell emailed Mr. Jones with a request for such confirmation. On December 16, Mr. Jones emailed Bracewell a letter on behalf of senior management of TGE that detailed a number of changes in circumstances since the Management Case was provided to the Conflicts Committee in September 2019, including, among other things, (i) increased competition in the midstream energy sector notwithstanding forecasted decreases in production, (ii) TGE’s decision to cease consideration and/or negotiation of some potential projects and acquisitions, and (iii) increased concern among producer customers regarding long-term volume commitments in light of a poor long-term commodity pricing environment and lack of access to capital. The letter confirmed, on behalf of senior management of TGE, that, as of the date of the letter, based upon currently available estimates and judgments and other facts and circumstances, senior management believed that the estimated annual unidentified growth capital expenditures of $350 million included in the Historical Growth Capital Expenditure Case were a more reasonable current assumption than $750 million per year of unidentified growth capital expenditures. This letter was shared with the Conflicts Committee and Evercore.

Over the course of December 15 and 16, 2019, counsel to the parties finalized the transaction documents.

On December 16, 2019, the Conflicts Committee met, initially only with representatives of Bracewell present. Bracewell summarized the terms of the Merger Agreement, the Support Agreement and the Limited Guaranty for the Conflicts Committee. Bracewell also discussed the Debt Commitment Letter, the Alternative Debt Commitment Letter and the Equity Commitment Letter. Bracewell next reminded the Conflicts Committee members of their responsibilities under the Partnership Agreement and the legal framework in which to consider the Potential Transaction. The representatives of Evercore were then invited to join the meeting. Evercore described the changes to the financial analysis it had last presented to the Conflicts Committee, focusing principally on how the Merger Consideration compared to the various valuation analyses performed by Evercore. At the Conflicts Committee’s request, Evercore orally delivered its opinion (which was subsequently confirmed in writing) that as of December 16, 2019, subject to the assumptions, procedures, qualifications and limitations to be set forth in the written opinion, the Merger Consideration was fair, from a financial point of view, to the TGE Unaffiliated Shareholders. Thereafter, the Conflicts Committee unanimously (i) determined that the Merger Agreement, the Transactions, the Support Agreement and the Limited Guaranty are in the best interests of TGE, including the TGE Unaffiliated Shareholders, (ii) approved the Merger Agreement, the Transactions, the Support Agreement and the Limited Guaranty, such approval constituting “Special Approval,” as that term is defined in the Partnership Agreement, (iii) directed that the Merger Agreement and the Transactions be submitted to a vote of the TGE Shareholders and (iv) recommended the approval of the Merger Agreement and the Transactions by the TGE Shareholders.

31

Thereafter, on December 16, 2019, Blackstone delivered to TGE the executed Debt Commitment Letter, Alternative Debt Commitment Letter and Equity Commitment Letter, the parties executed the Merger Agreement, the Support Agreement and the Limited Guaranty, and TGE issued a press release announcing the Transaction.

Reasons for the Conflicts Committee’s Recommendation

By vote at a meeting of the Conflicts Committee on December 16, 2019, the Conflicts Committee unanimously (i) determined that the Merger Agreement and the Transactions are in the best interests of TGE, including the TGE Unaffiliated Shareholders, (ii) approved the Merger Agreement and the Transactions, (iii) directed that the Merger Agreement and the Transactions be submitted to a vote of the TGE Shareholders in accordance with the Partnership Agreement and (iv) resolved to recommend approval of the Merger Agreement and the Transactions by the TGE Shareholders. In evaluating the Merger Agreement and the Transactions, the Conflicts Committee considered information supplied by the management of TGE, consulted with its legal and financial advisors, and considered a number of factors in reaching its determination, approval and recommendation. The Conflicts Committee also consulted with its legal counsel regarding its responsibilities and obligations.

In the course of determining that the Merger Agreement and the Transactions are in the best interests of TGE, including the TGE Unaffiliated Shareholders, the Conflicts Committee considered, in addition to the matters discussed under “—Background of the Merger,” the following factors, each of which the Conflicts Committee believes supports its decision:

32

33

In addition, the Conflicts Committee considered a number of factors relating to the procedural safeguards involved in the negotiation of the Merger Agreement, including those discussed below, each of which supported its determination with respect to the Merger:

34

In the course of reaching the determinations and making the recommendation described above, the Conflicts Committee considered the following risks and potentially negative factors related to the Merger Agreement and the Transactions:

35

In the course of reaching its decision to recommend to the TGE Shareholders that they approve the Merger Agreement and the Transactions, the Conflicts Committee did not consider the liquidation value of TGE because it considered TGE to be a viable, going concern and therefore did not consider liquidation value to be a relevant methodology. Further, the Conflicts Committee did not consider net book value, which is an accounting concept,

36

as a factor because it believed that net book value is not a material indicator of the value of TGE as a going concern, but rather is indicative of historical costs. The Conflicts Committee expressly adopted the analyses and opinion of Evercore, among other factors considered, in the course of reaching its decision to recommend that the TGE Shareholders approve the Merger Agreement and the Transactions.

The Conflicts Committee considered all of the foregoing factors as a whole and, on balance, concluded that they supported a determination to approve the Merger Agreement. The foregoing discussion of the information and factors considered by the Conflicts Committee includes the material factors, but is not exhaustive. In view of the wide variety of factors considered by the Conflicts Committee in connection with its evaluation of the proposed Merger and the complexity of these matters, the Conflicts Committee did not consider it practical to, and did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. The Conflicts Committee evaluated the factors described above, among others, and reached a consensus that the Merger Agreement and the Transactions are in the best interests of TGE, including the TGE Unaffiliated Shareholders. In considering the factors described above, and any other factors, individual members of the Conflicts Committee may have viewed factors differently or given weight or merit to different factors. Other than the March 2019 Blackstone Acquisition, the Merger Agreement and the Transactions, the Conflicts Committee is not aware of any firm offer made by any unaffiliated person during the two years prior to the date of the Merger Agreement for (i) a merger or consolidation of TGE with another company, or vice versa, (ii) the sale or transfer of all or any substantial part of the assets of TGE, or (iii) a purchase of TGE’s securities that would enable such person to exercise control of TGE. The Conflicts Committee approved the Merger Agreement and the Transactions, and is recommending approval by the TGE Shareholders, based on the totality of the information presented to and considered by it.

In considering the approval of the Merger Agreement by the Conflicts Committee, you should be aware that TGE’s executive officers and directors have interests in the proposed Merger that may be different from or in addition to, the interests of the holders of Class A shares generally. The Conflicts Committee was aware of these interests and considered them when approving the Merger Agreement. See “—Interests of Certain Persons in the Merger.”

Under the SEC rules governing “going private” transactions, TGE and TGE GP are deemed to be engaged in a “going private” transaction and are required to express their beliefs as to the fairness of the Merger to the TGE Unaffiliated Shareholders pursuant to Rule 13e-3 under the Exchange Act. The Conflicts Committee, on behalf of TGE and TGE GP, is making the following statements solely for the purposes of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The TGE GP Board authorized and empowered the Conflicts Committee, and delegated to the Conflicts Committee the full power, authority and responsibilities of the TGE GP Board to review and evaluate the proposed Transactions, which included the authority to negotiate the terms and conditions of the proposed Transactions, to determine whether to approve, on behalf of the TGE GP Board, the proposed Transactions and to determine whether the proposed Transactions are in the best interests of TGE, including the TGE Unaffiliated Shareholders. The Conflicts Committee, on behalf of TGE and TGE GP, on the basis of the factors described in this “Reasons for the Conflicts Committee’s Recommendation” section, believes that the Merger (which is the Rule 13e-3 transaction for which a Schedule 13E-3 Transaction Statement was filed with the SEC) is both procedurally and substantively fair to the TGE Unaffiliated Shareholders.

At the time of the approval of the Merger Agreement and Transactions, the TGE GP Board consisted of nine directors, including seven directors who are not employees of TGE GP. The seven non-employee directors include the three members of the Conflicts Committee (Messrs. Cook, Gerke and Towner), three non-employee directors who are officers, directors or consultants of the Blackstone Parties or certain Affiliates of the Blackstone Parties (Messrs. Henderson, Runkle and Buckley) and one non-employee director who is an officer and director of Enagás, S.A. (“Enagás”) (Mr. Oreja Arburúa). The Merger Agreement and the Transactions were approved by the Conflicts Committee pursuant to the authority granted to the Conflicts Committee by the TGE GP Board, as described above. Accordingly, none of (i) the three non-employee directors who are officers or

37

directors of, or consultants to, the Blackstone Parties or certain Affiliates of the Blackstone Parties, (ii) the one non-employee director who is an officer and director of Enagás or (iii) the two directors who were officers of TGE GP during the period of time in which the Transactions were considered (Messrs. Moler and Dehaemers), participated in approving the Merger Agreement and the Transactions on behalf of TGE, the TGE Unaffiliated Shareholders and TGE GP, and thus the Merger Agreement and the Transactions were not approved by a majority of the non-employee directors of TGE GP.

The explanation of the reasoning of the Conflicts Committee and certain information presented in this section are forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Certain Financial Projections

Management Case

TGE does not, as a matter of course, publicly disclose long-term financial projections because of, among other reasons, the uncertainty of the underlying assumptions and estimates and the unpredictability of TGE’s business and competitive markets in which it operates. While management of TGE prepares forecasts regularly for internal budgeting and business planning purposes, such forecasts generally focus on the current fiscal year and the immediately following fiscal year. However, in connection with the evaluation of a potential transaction, management of TGE provided multi-year projections to Evercore and the Conflicts Committee in connection with their consideration of the Transactions.

The summary financial projections included in this proxy statement should not be regarded as predictive of actual future results nor should they be construed as financial guidance. The summary of the financial projections is not intended to influence or induce any TGE Shareholder to vote in favor of the Merger Proposal but has been included solely because these financial projections were made available to the Conflicts Committee and used by Evercore in connection with the rendering of its fairness opinion to the Conflicts Committee and performing its related financial analyses, as described in the section entitled “—Opinion of Evercore—Financial Advisor to the Conflicts Committee.”

The financial projections were prepared as of September 10, 2019 and presented to the Conflicts Committee and Evercore on September 17, 2019 in connection with the proposed Transactions. TGE has not updated, and does not intend to update or otherwise revise, the projections or the prospective financial information contained therein to reflect circumstances existing or arising since their preparation, including any changes in general economic or industry conditions, or to reflect the occurrence of unanticipated events. The projections and the prospective financial information contained therein do not necessarily reflect current estimates or assumptions management of TGE may have about prospects for TGE’s business, changes in general business or economic conditions, or any other transaction, event or circumstance that has occurred or that may occur and that was not anticipated, or that has occurred or that may occur differently than as anticipated, at the time the projections or any of the prospective financial information contained therein were prepared. Neither TGE nor any of its Affiliates, advisors, directors, officers, employees, agents or representatives has made or makes any representation or warranty to any TGE Shareholder or other person regarding the ultimate performance of TGE compared to the information contained in the prospective financial information or that the projections will be achieved.

These financial projections are subjective in many respects. There can be no assurance that these financial projections will be realized or that actual results will not be significantly higher or lower than forecasted. In addition, the financial projections were not prepared with a view toward public disclosure or toward complying with GAAP, the published guidelines of the SEC regarding projections or the use of non-GAAP financial measures or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of management and as of the date prepared, were prepared on

38

a reasonable basis, reflected the best currently available estimates and judgments, and presented, to the best of management of TGE’s knowledge and belief, the expected future financial performance of TGE. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on the forecasted financial information.

The prospective financial information included in this proxy statement has been prepared by, and is the responsibility of, TGE’s management. Deloitte & Touche LLP has neither audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this proxy statement relates to TGE’s historical financial information. It does not extend to the prospective financial information and should not be read to do so.

While presented with numerical specificity, the unaudited financial projections reflect numerous estimates and assumptions made by management of TGE as of September 10, 2019 with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to TGE’s business, all of which are difficult to predict and many of which are beyond TGE’s control. In developing the financial projections, management of TGE made numerous material assumptions, in addition to the assumptions described above, with respect to TGE’s business for the periods covered by the projections, including:

By including in this proxy statement a summary of certain of the unaudited financial projections, neither TGE nor any of its representatives have made or are making any representation to any person regarding the ultimate performance of TGE compared to the information contained in the financial projections. The unaudited financial projections cover multiple years and such information by its nature becomes less predictive with each succeeding year.

39

The following table sets forth a summary of certain projected financial information for TGE for 2020 through 2023 prepared by management and which is referred to as the “Management Case”:

Historical Growth Capital Expenditure Case

Among other things, the prospective financial information set forth above included an assumption of annual unidentified growth capital expenditures during the forecast period of $750 million. As discussed in more detail in “—Background of the Merger” and “—Opinion of Evercore—Financial Advisor to the Conflicts Committee” above, on December 6, 2019, senior management of TGE discussed with members of the Conflicts Committee and its advisors the feasibility of achieving $750 million in annual unidentified growth capital expenditures as compared to $350 million in annual unidentified growth capital expenditures, which was more in line with historical levels. On December 16, 2019, at the request of the Conflicts Committee to confirm senior management’s views, senior management of TGE confirmed to the Conflicts Committee that $350 million per year of unidentified growth capital expenditures during the forecast period represented a more reasonable estimate as of such date than the original estimate of $750 million per year of unidentified growth capital expenditures set forth in the Management Case, based on the impacts of a number of changes that had occurred since the original forecast was prepared, including, among other things, (i) increased competition in the midstream energy sector notwithstanding forecasted decreases in production, (ii) TGE’s decision to cease consideration and/or negotiation of some potential projects and acquisitions, and (iii) increased concern among producer customers regarding long-term volume commitments in light of the poor long-term commodity pricing environment and lack of access to capital, and noting that there are a range of reasonable estimates of growth capital expenditures. Senior management of TGE further noted that growth capital expenditure projections are particularly subjective and highly uncertain because such expenditures are theoretical in nature and are heavily dependent on factors outside of TGE’s control. The Management Case as adjusted to reflect annual growth capital expenditures of $350 million is referred to as the “Historical Growth Capital Expenditure Case.”

40

The following table sets forth a summary of certain projected financial information for TGE constituting the Historical Growth Capital Expenditure Case, which is identical to the Management Case other than the adjustment, at the request of the Conflicts Committee and in reliance upon the confirmation of senior management referenced above, to reflect $350 million in annual growth capital expenditures:

For additional information, please read “—Background of the Merger,” and “—Reasons for the Conflicts Committee’s Recommendation.”

Non-GAAP Financial Measures

TGE generally defines Adjusted EBITDA as net income excluding the impact of interest, income taxes, depreciation and amortization, non-cash income or loss related to derivative instruments, non-cash long-term compensation expense, impairment losses, gains or losses on asset or business disposals or acquisitions, gains or losses on the repurchase, redemption or early retirement of debt, and earnings from unconsolidated investments, but including the impact of distributions from unconsolidated investments and deficiency payments received from or utilized by TGE’s customers. TGE also uses Cash Available for Dividends, which TGE generally defines as Adjusted EBITDA, less cash interest costs, maintenance capital expenditures, current income tax, and certain cash reserves permitted by TGE’s governing documents. Adjusted EBITDA and Cash Available for Dividends are both calculated and presented at the TE level, before consideration of noncontrolling interest associated with the holders of Class B shares and TE Units exchangeable for Class A shares at an exchange ratio of one Class A share for each TE Unit or calculating distributions from TE to TGE, on one hand, and to such holders of Class B shares and TE Units, on the other. TGE believes calculating these measures at TE provides investors the most complete and comparable picture of its overall financial and operational results and provides a consistent metric for period over period comparisons that is not impacted by any future exchanges of Class B shares and TE Units for Class A shares at an exchange ratio of one Class A share for each TE Unit, which does not have a dilutive effect on TGE’s net income per share.

Maintenance capital expenditures are cash expenditures incurred (including expenditures for the construction or development of new capital assets) that TGE expects to maintain its long-term operating income or operating capacity. These expenditures typically include certain system integrity, compliance and safety improvements, and are presented net of noncontrolling interest and reimbursements. TGE collects deficiency payments for volumes committed by TGE’s customers to be transported in a month but not physically received for transport or delivered to the customers’ agreed upon destination point. These deficiency payments are recorded as a deferred liability until the barrels are physically transported and delivered, or when the likelihood that the customer will utilize the deficiency balance becomes remote. Adjusted EBITDA and Cash Available for Dividends are not presentations made in accordance with GAAP.

TGE DOES NOT INTEND TO UPDATE OR OTHERWISE REVISE THE ABOVE PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE SUCH PROSPECTIVE FINANCIAL INFORMATION WAS PREPARED OR TO REFLECT THE OCCURRENCE

41

OF SUBSEQUENT EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH PROSPECTIVE FINANCIAL INFORMATION ARE NO LONGER APPROPRIATE.

Opinion of Evercore—Financial Advisor to the Conflicts Committee

The Conflicts Committee retained Evercore to act as financial advisor to the Conflicts Committee in connection with evaluating the Merger. The Conflicts Committee engaged Evercore based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and is regularly engaged in the valuation of businesses in connection with mergers and acquisitions, leveraged buyouts, competitive biddings, private placements and valuations for corporate and other purposes. On December 16, 2019, at a meeting of the Conflicts Committee and at the request of the Conflicts Committee, Evercore rendered its oral opinion to the Conflicts Committee that, as of December 16, 2019, and based upon and subject to the factors, procedures, assumptions, qualifications and limitations set forth in its opinion, the Merger Consideration is fair, from a financial point of view, to the TGE Unaffiliated Shareholders. Evercore subsequently confirmed its oral opinion in a written opinion dated as of December 16, 2019, which was delivered to the Conflicts Committee on December 17, 2019.

The full text of the written opinion of Evercore, dated as of December 16, 2019, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached hereto as Annex C to this proxy statement. You are urged to read Evercore’s opinion carefully and in its entirety. Evercore consented to the reference to its opinion and to the inclusion of its opinion in this proxy statement, in each case, in accordance with the terms of Evercore’s written opinion, dated December 16, 2019. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Conflicts Committee in connection with its evaluation of the fairness of the Merger Consideration, from a financial point of view, to the TGE Unaffiliated Shareholders, and did not address any other aspects or implications of the Merger. The summary of the Evercore opinion set forth herein is qualified in its entirety by reference to the full text of the opinion included as Annex C.

In connection with rendering its opinion and performing its related financial analysis, Evercore, among other things:

42

For purposes of its analysis and opinion, Evercore assumed and relied upon, without undertaking any independent verification of, the accuracy and completeness of all of the information publicly available and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, and Evercore assumes no liability therefor. Evercore further relied upon the assurances of the management of TGE that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. At the direction of the Conflicts Committee and with the confirmation by senior management of TGE regarding annual unidentified growth capital expenditures as described above, for purposes of Evercore’s analysis and opinion, Evercore relied upon the Historical Growth Capital Expenditure Case. With respect to the Historical Growth Capital Expenditure Case, Evercore assumed, with the consent of the Conflicts Committee, that such data has been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of TGE as to the future financial performance of TGE under the assumptions reflected therein. Evercore did not express a view as to any projected financial or operating data relating to TGE, or any judgments, estimates or assumptions on which they are based.

For purposes of rendering its opinion, Evercore assumed, in all respects material to its analysis, that the executed Merger Agreement would not differ from the draft form reviewed by Evercore, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the material covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger will be satisfied without material waiver or modification thereof. Evercore further assumed, in respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any material delay, limitation, restriction or condition that would have an adverse effect on TGE or the consummation of the Merger or materially reduce the benefits of the Merger to the TGE Unaffiliated Shareholders.

Evercore did not conduct a physical inspection of the properties or facilities of TGE and did not make, nor assume any responsibility for making, any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off balance sheet assets and liabilities) of TGE, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of TGE under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of the date of its opinion and financial, economic, market, regulatory and other conditions and circumstances as they existed and as could be evaluated by Evercore on the date of its opinion. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than whether, as of the date of its opinion, the Merger Consideration is fair, from a financial point of view, to the TGE Unaffiliated Shareholders. Evercore did not express any view on, and its opinion does not address, the fairness of

43

the Merger to, or any consideration received in connection therewith by, any other person, including the holders of any other class of securities, creditors or other constituencies of TGE, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of TGE or TGE GP, or any class of such persons, whether relative to the Merger Consideration or otherwise. Evercore’s opinion did not express a view on, and its opinion did not address, the structure or form of the Merger. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might have been available to TGE, nor did it address the underlying business decision of TGE to engage in the Merger. In arriving at its opinion, Evercore was not authorized to solicit, and did not solicit, interest from any third party with respect to the acquisition of any or all of the Class A shares or any business combination or other extraordinary transaction involving TGE. Evercore’s opinion does not constitute a recommendation to the Conflicts Committee or to any other persons in respect of the Merger, including as to how any holder of Class A shares should vote or act in respect of the Merger. Evercore expressed no opinion as to the price at which the Class A shares would trade at any time. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by TGE and its advisors with respect to legal, regulatory, accounting and tax matters.

Set forth below is a summary of the material financial analyses performed by Evercore and reviewed with the Conflicts Committee on December 16, 2019, in connection with the rendering of Evercore’s opinion to the Conflicts Committee. Each analysis was provided to the Conflicts Committee. In connection with arriving at its opinion, Evercore considered all of its analyses as a whole, and the order of the analyses described and the results of these analyses do not represent any relative importance or particular weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on December 16, 2019, and is not necessarily indicative of current market conditions.

Analysis of the Class A Shares

Assumptions with Respect to TGE

Evercore performed a series of analyses to derive indicative valuation ranges for the Class A shares. Evercore performed its analyses utilizing the unaudited, non-public financial projections for TGE prepared and furnished by management referred to as the Management Case, and at the request of the Conflicts Committee referred to above, the unaudited, non-public financial projections referred to as the Historical Growth Capital Expenditure Case. A summary of the Management Case is available under “Certain Financial Projections—Management Case” and a summary of the Historical Growth Capital Expenditure Case is under “Certain Financial Projections—Historical Growth Capital Expenditure Case.” The Management Case projections were not adjusted by Evercore.

Corporate-Level—Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of TGE by valuing the after-tax cash flows to be received by TGE based on the Historical Growth Capital Expenditure Case. Evercore calculated the per share value range for the Class A shares by utilizing a range of discount rates based on TGE’s Weighted Average Cost of Capital (“WACC”), as estimated by Evercore based on the Capital Asset Pricing Model (“CAPM”), and TGE’s corporate-level, natural gas transportation, crude oil transportation and gathering and processing corporate and master limited partnership (“MLP”) peers, and terminal values based on a range of estimated EBITDA exit multiples and perpetuity growth rates. Evercore assumed a range of after-tax discount rates of 6.5% to 7.5%, a range of EBITDA exit multiples of 9.0x to 11.0x and a range of perpetuity growth rates of 0.25% to 0.75% to derive a range of enterprise values and adjusted such enterprise values for debt and cash projected as of January 1, 2020 and divided the resulting equity values by the number of Class A shares projected to be outstanding as of January 1, 2020, which resulted in an implied equity value per Class A share range of (i) $17.86 to $25.51 based on the EBITDA exit multiple discounted cash flow analysis and (ii) $22.16 to $32.27 based on the perpetuity growth discounted cash flow analysis.

44

Corporate-Level—Discounted Dividend Analysis

Evercore performed a discounted dividend analysis for TGE by calculating the net present value of the projected future dividends for the fiscal year ending December 31, 2020 through the fiscal year ending December 31, 2023, based on the Historical Growth Capital Expenditure Case and adding a terminal value utilizing a terminal yield range of 8.0% to 12.0%. Evercore assumed that future dividends based on the Historical Growth Capital Expenditure Case are paid in cash the following quarter consistent with historical results which resulted in dividends per Class A share equal to $2.24 for the year ending December 31, 2020, $2.25 for the year ending December 31, 2021, $2.25 for the year ending December 31, 2022 and $2.25 for the year ending December 31, 2023. In addition, Evercore assumed the cost of equity range of (i) 7.5% to 8.5% based on CAPM, which resulted in an implied equity value per Class A share range of $21.23 to $28.91 and (ii) 11.0% to 13.0% based on the total expected market return, which resulted in an implied equity value per Class A share range of $18.63 to $25.91.

Corporate-Level—Peer Group Trading Analysis

Evercore performed a peer group trading analysis of TGE by reviewing and comparing the market values and trading multiples of the following ten publicly traded corporations, limited partnerships and MLPs that Evercore deemed to have certain characteristics that are similar to those of TGE, including geography, size, business operations, services offered, nature of business and customers and financial performance:

Corporate-Level Analysis of Peers—Corporations / MLPs:

Although the peers were utilized to value the Class A shares for purposes of this analysis, no corporation or MLP used in the peer group trading analysis is identical or directly comparable to TGE. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer corporations and MLPs, Evercore calculated the following trading multiples:

45

The mean and median Enterprise Value to EBITDA trading multiples of the publicly traded corporations and MLPs are set forth below.

The table below includes relevant multiple ranges selected by Evercore based on the resulting range of Enterprise Value to EBITDA multiples and certain other considerations related to the specific characteristics of TGE noted by Evercore.

After adjusting for debt and cash projected as of January 1, 2020, and dividing by the number of Class A shares projected to be outstanding as of January 1, 2020, Evercore determined an implied equity value per Class A share range of $12.62 to $20.25 based on 2020 Adjusted EBITDA and 2021 Adjusted EBITDA.

Sum of the Parts—Discounted Cash Flow Analysis

Evercore also performed a series of discounted cash flow analyses to derive indicative valuation ranges for the Class A shares based on a sum-of-the-parts approach aggregating the enterprise values of the following distinct segments of TGE:

Evercore estimated the enterprise value range of TGE by aggregating the implied enterprise value ranges of the segments and subtracting the range of enterprise values for Corporate G&A and Cash Taxes as described further herein. The sum of the implied enterprise values from the sum-of-the-parts discounted cash flow analyses after adjusting for debt and cash projected as of January 1, 2020, and dividing by the number of Class A shares projected to be outstanding as of January 1, 2020, resulted in an implied equity value per Class A share range of (i) $16.93 to $24.45 based on the EBITDA exit multiple discounted cash flow analysis and (ii) $21.47 to $32.35 based on the perpetuity growth discounted cash flow analysis.

46

For the discounted cash flow analysis of REX, Evercore calculated ranges of implied enterprise value utilizing a range of after-tax discount rates based on natural gas transportation peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on natural gas transportation peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of after-tax discount rates of 6.5% to 7.5%, a range of EBITDA exit multiples of 9.0x to 11.0x and a range of perpetuity growth rates of 0.25% to 0.75%.

The discounted cash flow analysis resulted in a range of implied enterprise value for TGE’s 75.0% equity interest in REX of (i) $4,507.2 million to $5,345.2 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) $6,159.7 million to $7,631.0 million based on the perpetuity growth discounted cash flow analysis.

For the discounted cash flow analysis of Non-REX Natural Gas Transportation, Evercore calculated ranges of implied enterprise value utilizing a range of after-tax discount rates based on natural gas transportation peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on natural gas transportation peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of after-tax discount rates of 7.0% to 8.0%, a range of EBITDA exit multiples of 9.0x to 11.0x and a range of perpetuity growth rates of 0.25% to 0.75%.

The discounted cash flow analysis resulted in a range of implied enterprise value for Non-REX Natural Gas Transportation of (i) $853.8 million to $1,017.9 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) $1,023.7 million to $1,248.0 million based on the perpetuity growth discounted cash flow analysis.

For the discounted cash flow analysis of Crude Oil Transportation and Stanchion, Evercore calculated ranges of implied enterprise value utilizing a range of after-tax discount rates based on crude oil transportation peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on crude oil transportation peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of after-tax discount rates of 6.75% to 7.75%, a range of EBITDA exit multiples of 9.0x to 11.0x and a range of perpetuity growth rates of 0.25% to 0.75%.

The discounted cash flow analysis resulted in a range of implied enterprise value for Crude Oil Transportation and Stanchion of (i) $2,511.7 million to $2,980.2 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) $3,378.1 million to $4,154.1 million based on the perpetuity growth discounted cash flow analysis.

For the discounted cash flow analysis of Terminals, Evercore calculated ranges of implied enterprise value utilizing a range of after-tax discount rates based on terminal peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples as well as perpetuity growth rates. Evercore assumed a range of after-tax discount rates of 6.5% to 7.5%, a range of EBITDA exit multiples of 9.0x to 11.0x and a range of perpetuity growth rates of 1.00% to 2.00%.

The discounted cash flow analysis resulted in a range of implied enterprise value for Terminals of (i) $382.6 million to $454.0 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) $572.7 million to $801.6 million based on the perpetuity growth discounted cash flow analysis.

47

For the discounted cash flow analysis of TMID, Evercore calculated ranges of implied enterprise value utilizing a range of after-tax discount rates based on gathering and processing peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on gathering and processing peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of after-tax discount rates of 7.5% to 8.5%, a range of EBITDA exit multiples of 8.0x to 10.0x and a range of perpetuity growth rates of 0.25% to 0.75%.

The discounted cash flow analysis resulted in a range of implied enterprise value for TMID of (i) $368.5 million to $458.1 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) $436.2 million to $535.5 million based on the perpetuity growth discounted cash flow analysis.

For the discounted cash flow analysis of BNN, Evercore calculated ranges of implied enterprise value utilizing a range of after-tax discount rates based on water logistics peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on water logistics peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of after-tax discount rates of 8.5% to 9.5%, a range of EBITDA exit multiples of 7.5x to 9.5x and a range of perpetuity growth rates of 0.25% to 0.75%.

The discounted cash flow analysis resulted in a range of implied enterprise value for BNN of (i) $1,012.0 million to $1,242.2 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) $1,361.7 million to $1,621.7 million based on the perpetuity growth discounted cash flow analysis.

For the discounted cash flow analysis of the Growth Wedge, Evercore calculated ranges of implied enterprise value utilizing a range of after-tax discount rates based on the corporate-level peers and Evercore’s professional judgment, and terminal values based on a range of estimated EBITDA exit multiples based on corporate-level peer trading multiples as well as perpetuity growth rates. Evercore assumed a range of after-tax discount rates of 6.5% to 7.5%, a range of EBITDA exit multiples of 9.0x to 11.0x and a range of perpetuity growth rates of 0.75% to 1.75%.

The discounted cash flow analysis resulted in a range of implied enterprise value for the Growth Wedge of (i) $219.9 million to $490.2 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) $1,037.0 million to $1,929.5 million based on the perpetuity growth discounted cash flow analysis.

Evercore valued Corporate G&A for TGE using an EBITDA multiple range of 8.8x to 10.8x based on the enterprise-value weighted average EBITDA exit multiple of each of REX, Non-REX Natural Gas Transportation, Crude Oil Transportation and Stanchion, Terminals, TMID and BNN.

The enterprise-value weighted average EBITDA exit multiple of each of the business segments resulted in a range of implied enterprise value for Corporate G&A of (i) -$67.4 million to -$82.7 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) -$67.5 million to -$82.9 million based on the perpetuity growth discounted cash flow analysis.

Evercore valued Cash Taxes for TGE using a range of after-tax discount rates of 6.5% to 7.5% based on the corporate-level after-tax WACC and a perpetuity growth rate range of 0.25% to 0.75% based on the corporate-level perpetuity growth rates.

48

The discounted cash flow analysis resulted in a range of implied enterprise value for Cash Taxes of (i) $27.1 million to $27.5 million based on the EBITDA exit multiple discounted cash flow analysis and (ii) $2,861.4 million to $3,738.4 million based on the perpetuity growth discounted cash flow analysis.

Sum of the Parts—Precedent M&A Transaction Analysis

Evercore also performed a series of precedent M&A transaction analyses to derive an indicative valuation range for the Class A shares based on a sum-of-the-parts approach aggregating the enterprise values of the distinct segments of TGE.

Evercore estimated the enterprise value range of TGE by aggregating the implied enterprise value ranges of the segments and subtracting the range of enterprise values for Corporate G&A. The sum of the implied enterprise values from the sum-of-the-parts precedent transaction analyses after adjusting for debt and cash projected as of January 1, 2020, and dividing by the number of Class A shares projected to be outstanding as of January 1, 2020, resulted in an implied equity value per Class A share of $15.12 to $22.97.

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of REX and Non-REX Natural Gas Transportation, including transactions involving long-haul natural gas pipeline assets.

Evercore reviewed transactions involving long-haul natural gas pipeline assets announced since August 2015 and selected 11 transactions involving assets that Evercore deemed to have certain financial and operational characteristics that are similar to those of REX and Non-REX Natural Gas Transportation, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to REX and Non-REX Natural Gas Transportation:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected long-haul natural gas transportation transactions were equal to 8.8x and 9.5x, respectively. Evercore further noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the long-haul natural gas transportation transactions, excluding the transactions between TGE and REX and the transactions between TEP and REX, were equal to 9.8x and 10.4x, respectively.

49

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 8.5x to 10.5x. Evercore then applied these ranges of selected multiples to 2019 EBITDA for REX and Non-REX Natural Gas Transportation. To derive the enterprise value range implied by 2019 EBITDA, Evercore multiplied the range of selected multiples by the REX and Non-REX Natural Gas Transportation 2019 EBITDA. This analysis resulted in a range of enterprise value attributed to TGE for REX of $4,800.4 million to $5,929.9 million utilizing 2019 EBITDA and a range of enterprise value for Non-REX Natural Gas Transportation of $697.0 million to $861.0 million utilizing 2019 EBITDA.

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of Crude Oil Transportation and Stanchion, including transactions involving long-haul crude oil pipelines assets.

Evercore reviewed transactions involving long-haul crude oil pipeline assets announced since March 2015 and selected eight transactions involving assets that Evercore deemed to have certain financial and operational characteristics that are similar to those of Crude Oil Transportation and Stanchion, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to Crude Oil Transportation and Stanchion:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected long-haul crude oil pipeline transactions were equal to 9.4x and 9.3x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 8.5x to 10.5x. Evercore then applied these ranges of selected multiples to 2019 EBITDA for Crude Oil Transportation and Stanchion. To derive the enterprise value range implied by 2019 EBITDA, Evercore multiplied the range of selected multiples by Crude Oil Transportation and Stanchion 2019 EBITDA. This analysis resulted in a range of enterprise value for Crude Oil Transportation and Stanchion of $2,745.5 million to $3,391.5 million utilizing 2019 EBITDA.

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of Terminals, including transactions involving crude oil terminal assets.

50

Evercore reviewed transactions involving crude oil terminal assets announced since July 2015 and selected nine transactions involving assets that Evercore deemed to have certain financial and operational characteristics that are similar to those of Terminals, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to Terminals:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected crude oil terminal transactions were equal to 8.8x and 8.0x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 8.0x to 10.0x. Evercore then applied these ranges of selected multiples to 2019 EBITDA for Terminals. To derive the enterprise value range implied by 2019 EBITDA, Evercore multiplied the range of selected multiples by Terminals 2019 EBITDA. This analysis resulted in a range of enterprise value for Terminals of $288.0 million to $360.0 million utilizing 2019 EBITDA.

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of TMID, including transactions involving natural gas gathering and processing assets.

51

Evercore reviewed transactions involving natural gas gathering and processing assets announced since November 2016 and selected 11 transactions involving assets that Evercore deemed to have certain financial and operational characteristics that are similar to those of TMID, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to TMID:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected natural gas gathering and processing transactions were equal to 9.8x and 9.8x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 8.5x to 10.5x. Evercore then applied these ranges of selected multiples to 2019 EBITDA for TMID. To derive the enterprise value range implied by 2019 EBITDA, Evercore multiplied the range of selected multiples by TMID 2019 EBITDA. This analysis resulted in a range of enterprise value for TMID of $280.5 million to $346.5 million utilizing 2019 EBITDA.

Evercore reviewed selected transactions that Evercore deemed to have certain characteristics similar to those of BNN, including transactions involving water logistics assets.

52

Evercore reviewed transactions involving water logistics assets announced since July 2014 and selected ten transactions involving assets that Evercore deemed to have certain financial and operational characteristics that are similar to those of BNN, although Evercore noted that none of the selected transactions or the entities that participated in the selected transactions were directly comparable to BNN:

Evercore noted that the mean and median of the implied Enterprise Value to EBITDA multiples for the selected water logistics transactions were equal to 7.3x and 7.7x, respectively.

Based on Evercore’s review of the above precedent transactions, Evercore selected a range of relevant implied multiples of Enterprise Value to EBITDA of 7.0x to 9.0x. Evercore then applied these ranges of selected multiples to 2019 EBITDA for BNN. To derive the enterprise value range implied by 2019 EBITDA, Evercore multiplied the range of selected multiples by BNN 2019 EBITDA. This analysis resulted in a range of enterprise value for BNN of $518.0 million to $666.0 million utilizing 2019 EBITDA.

Evercore valued Corporate G&A for TGE using a weighted average 2019 EBITDA multiple range of 8.4x to 10.4x based on the EBITDA-weighted average EBITDA multiple of each of REX, Non-REX Natural Gas Transportation, Crude Oil Transportation and Stanchion, Terminals, TMID, and BNN. The Precedent M&A Transaction analysis resulted in a range of implied enterprise value for Corporate G&A of -$75.5 million to -$93.5 million.

Sum of the Parts—Peer Group Trading Analysis

Evercore performed a series of peer group trading analyses to derive an indicative valuation range for Class A shares based on a sum-of-the-parts approach aggregating the enterprise values of the distinct segments of TGE.

Evercore estimated the enterprise value range of TGE by aggregating the implied enterprise value ranges of the segments and subtracting the range of enterprise values for Corporate G&A. The sum of the implied enterprise values from the sum-of-the-parts peer group trading analyses based on 2020 EBITDA after adjusting for debt and cash projected as of January 1, 2020, and dividing by the number of Class A shares projected to be outstanding as of January 1, 2020, resulted in an implied equity value range per Class A share of $12.50 to $19.38. The sum of the implied enterprise values from the sum-of-the-parts peer group trading analyses based on 2021 EBITDA after adjusting for debt and cash as of January 1, 2020, and dividing by the number of Class A shares projected to be outstanding as of January 1, 2020, resulted in an implied equity value range per Class A share of $12.82 to $19.77.

53

Evercore performed a peer group trading analysis of REX and Non-REX Natural Gas Transportation by reviewing and comparing the market values and trading multiples of the following seven natural gas transportation corporations and partnerships that Evercore deemed to have certain characteristics that are similar to those of REX and Non-REX Natural Gas Transportation, including size, focus on natural gas transportation, services offered, nature of customers and financial performance:

Natural Gas Transportation Corporations / Partnerships:

Although the peer group was compared to REX and Non-REX Natural Gas Transportation for purposes of this analysis, no corporation or partnership used in the peer group analysis is identical or directly comparable to REX and Non-REX Natural Gas Transportation. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group corporations and partnerships, Evercore calculated the following trading multiples:

The mean and median trading multiples are set forth below. The table also includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the assets noted by Evercore.

Evercore derived a range of implied enterprise values for REX of (i) $5,711.9 million to $6,914.4 million based on 2020 EBITDA for REX and (ii) $5,425.7 million to $6,631.4 million based on 2021 EBITDA for REX. This analysis resulted in a range of enterprise values attributed to Tallgrass 75% interest in REX of (i) $4,069.2 million based on the low-range of 2020 and 2021 EBITDA and (ii) $5,185.8 million based on the high-range of 2020 and 2021 EBITDA. Evercore derived a range of implied enterprise values for Non-REX Natural Gas Transportation of (i) $799.1 million to $967.4 million based on 2020 EBITDA for Non-REX Natural Gas Transportation and (ii) $791.2 million to $967.1 million based on 2021 EBITDA for Non-REX Natural Gas Transportation.

54

Evercore performed a peer group trading analysis of Crude Oil Transportation and Stanchion by reviewing and comparing the market values and trading multiples of the following seven crude oil transportation partnerships that Evercore deemed to have certain characteristics that are similar to those of Crude Oil Transportation and Stanchion, including size, focus on crude oil transportation, services offered, nature of customers and financial performance:

Crude Oil Transportation Partnerships:

Although the peer group was compared to Crude Oil Transportation and Stanchion for purposes of this analysis, no partnership used in the peer group analysis is identical or directly comparable to Crude Oil Transportation and Stanchion. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group partnerships, Evercore calculated the following trading multiples:

The mean and median trading multiples are set forth below. The table also includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the assets noted by Evercore.

Evercore derived a range of implied enterprise values for Crude Oil Transportation and Stanchion of (i) $2,017.9 million to $2,466.4 million based on 2020 EBITDA for Crude Oil Transportation and Stanchion and (ii) $1,975.2 million to $2,440.0 million based on 2021 EBITDA for Crude Oil Transportation and Stanchion.

Evercore performed a peer group trading analysis of Terminals by reviewing and comparing the market values and trading multiples of the following three terminals partnerships that Evercore deemed to have certain characteristics that are similar to those of Terminals, including size, focus on the storage of crude oil, services offered, nature of customers and financial performance:

Terminals Partnerships:

55

Although the peer group was compared to Terminals for purposes of this analysis, no partnership used in the peer group analysis is identical or directly comparable to Terminals. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group partnerships, Evercore calculated the following trading multiples:

The mean and median trading multiples are set forth below. The table also includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the assets noted by Evercore.

Evercore derived a range of implied enterprise values for Terminals of (i) $255.9 million to $329.1 million based on 2020 EBITDA for Terminals and (ii) $240.7 million to $314.7 million based on 2021 EBITDA for Terminals.

Evercore performed a peer group trading analysis of TMID by reviewing and comparing the market values and trading multiples of the following 11 gathering and processing corporations and partnerships that Evercore deemed to have certain characteristics that are similar to those of TMID, including size, focus on gathering and processing, services offered, nature of customers and financial performance:

Gathering and Processing Corporations / Partnerships:

56

Although the peer group was compared to TMID for purposes of this analysis, no corporation or partnership used in the peer group analysis is identical or directly comparable to TMID. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group corporations and partnerships, Evercore calculated the following trading multiples:

The mean and median trading multiples are set forth below. The table also includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the assets noted by Evercore.

Evercore derived a range of implied enterprise values for TMID of (i) $311.4 million to $394.5 million based on 2020 EBITDA for TMID and (ii) $329.7 million to $423.8 million based on 2021 EBITDA for TMID.

Evercore performed a peer group trading analysis of BNN by reviewing and comparing the market values and trading multiples of the following three water logistics corporations and partnerships that Evercore deemed to have certain characteristics that are similar to those of BNN, including size, focus on water logistics, services offered, nature of customers and financial performance:

Water Logistics Corporations / Partnerships:

Although the peer group was compared to BNN for purposes of this analysis, no corporation or partnership used in the peer group analysis is identical or directly comparable to BNN. In order to calculate peer group trading multiples, Evercore relied on publicly available filings with the SEC and equity research analyst estimates.

For each of the peer group corporations and partnerships, Evercore calculated the following trading multiples:

57

The mean and median trading multiples are set forth below. The table also includes relevant multiple ranges selected by Evercore based on the resulting range of multiples and certain other considerations related to the specific characteristics of the assets noted by Evercore.

Evercore derived a range of implied enterprise values for BNN of (i) $628.4 million to $837.9 million based on 2020 EBITDA for BNN and (ii) $699.3 million to $826.5 million based on 2021 EBITDA for BNN.

Evercore valued the Growth Wedge for TGE using an EBITDA-weighted average 2020 and 2021 EBITDA multiple range of 8.8x to 10.8x and 8.2x to 10.1x, respectively, based on the EBITDA-weighted average EBITDA multiple of each of REX, Non-REX Natural Gas Transportation, Crude Oil Transportation and Stanchion, Terminals, TMID, and BNN. The Peer Group Trading Analysis utilizing the 2020 EBITDA multiple methodology resulted in a range of implied enterprise value for the Growth Wedge of $288.1 million to $353.5 million. The Peer Group Trading Analysis utilizing the 2021 EBITDA multiple methodology resulted in a range of implied enterprise value for the Growth Wedge of $566.4 million to $695.0 million.

Evercore valued Corporate G&A for TGE using an EBITDA-weighted average 2020 and 2021 EBITDA multiple range of 8.8x to 10.8x and 8.2x to 10.1x, respectively, based on the EBITDA-weighted average EBITDA multiple of each of REX, Non-REX Natural Gas Transportation, Crude Oil Transportation and Stanchion, Terminals, TMID, and BNN. The Peer Group Trading Analysis utilizing the 2020 EBITDA multiple methodology resulted in a range of implied enterprise value for Corporate G&A of $67.4 million to $82.7 million. The Peer Group Trading Analysis utilizing the 2021 EBITDA multiple methodology resulted in a range of implied enterprise value for Corporate G&A of $64.3 million to $78.9 million.

Other Presentations by Evercore

In addition to the presentation made to the Conflicts Committee on December 16, 2019, the date on which Evercore delivered its opinion, as described above, Evercore made other written and oral presentations to the Conflicts Committee on October 15, October 22, December 5 and December 10, 2019, which are referred to as the preliminary Evercore presentations. Copies of the preliminary Evercore presentations provided to the Conflicts Committee by Evercore have been attached as exhibits to the Schedule 13E-3 related to the Merger. These written presentations and the written opinion will be available for any interested TGE Shareholder to inspect and copy at TGE’s executive offices during regular business hours.

None of the preliminary Evercore presentations, alone or together, constitutes an opinion of Evercore with respect to the Merger Consideration. The information contained in the written and oral presentations made to the Conflicts Committee on October 15, October 22, December 5 and December 10, 2019 is substantially similar to the information provided in Evercore’s written presentation to the Conflicts Committee on December 16, 2019,

58

as described above, with most substantive changes reflecting (1) the most recent offer from the Sponsors as of the date of such preliminary Evercore presentation, (2) updates to the WACC and trading multiple ranges utilized by Evercore in its valuation analyses to reflect changes in market data between preliminary Evercore presentations and (3) analyses with respect to financial cases that were adjusted from the Management Case to reflect ranges of sensitivities or other adjustments, including the Historical Growth Capital Expenditure Case, at the direction of the Conflicts Committee and with the confirmation of senior management of TGE regarding annual unidentified growth capital expenditures.

The October 15, 2019 materials included (1) an executive summary, including (a) an overview of the proposed Transactions detailing summary proposed terms, (b) an overview of TGE’s current summary organizational structure and ownership, (c) an analysis of financial metrics implied by the proposed Transactions, and (d) certain issues for consideration by the Conflicts Committee; (2) an overview of TGE’s current market situation and a review of its price performance following the merger of TGE and TEP on June 30, 2018; (3) a review of TGE’s assets by segment, including: (a) a review of the financial projections for TGE as provided by TGE management, (b) a review of the assumptions utilized by TGE management in deriving such financial projections, and (c) overviews of REX and Pony Express Pipeline; and (4) a preliminary valuation of the Class A shares.

The October 22, 2019 materials included (1) additional information about shipper volumes on REX and Pony Express Pipeline and (2) at the request of the Conflicts Committee, an evaluation of the $19.50 per share offer (the “Proposed Consideration”) relative to both a 60-day and 90-day volume weighted average price.

The December 5, 2019 materials included, as requested by the Conflicts Committee, a comparison of the Management Case and various reduced capital expenditure and EBITDA cases.

The December 10, 2019 materials included, as requested by the Conflicts Committee, a comparison of the Management Case and various reduced capital expenditure and EBITDA cases, including the Historical Growth Capital Expenditure case.

Each of the analyses performed in these preliminary Evercore presentations was subject to further updating and subject to the final analyses presented to the Conflicts Committee on December 16, 2019, by Evercore. Each of these analyses was necessarily based on financial, economic, monetary, market, regulatory and other conditions and circumstances as they existed and as could be evaluated by Evercore as of the dates on which Evercore performed such analyses. Accordingly, the results of the financial analyses may have differed due to changes in those conditions and other information, and not all of the written and oral presentations contained all of the financial analyses included in the December 16, 2019 presentation.

General

In connection with the review of the transaction, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion to the Conflicts Committee. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the Merger Consideration. No company used in the above analyses as a comparison is directly comparable to TGE and no precedent transaction used is directly comparable to the assets of TGE. Furthermore, Evercore’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other

59

factors that could affect the acquisition, public trading or other values of the corporations, MLPs or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of TGE and its advisors.

Evercore prepared these analyses solely for the information and benefit of the Conflicts Committee and for the purpose of providing an opinion to the Conflicts Committee as to whether the Merger Consideration is fair, from a financial point of view, to the TGE Unaffiliated Shareholders. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates. The issuance of the opinion was approved by an opinion committee of Evercore.

Except as described above, the Conflicts Committee imposed no other instruction or limitation on Evercore with respect to the investigations made or the procedures followed by Evercore in rendering its opinion. The terms and conditions of the Merger Agreement and the related terms and conditions of the transaction were determined through arm’s-length negotiations between the Conflicts Committee and the Sponsors. Evercore did not recommend any specific consideration to the Conflicts Committee or recommend that any specific consideration constituted the only appropriate consideration in the Merger. Evercore’s opinion was only one of many factors considered by the Conflicts Committee in its evaluation of the Merger and should not be viewed as determinative of the views of the Conflicts Committee with respect to the Merger or the Merger Consideration.

Under the terms of Evercore’s engagement letter with TGE and the Conflicts Committee, TGE paid Evercore a fee of $1,250,000 upon rendering its opinion, and has agreed to pay an additional transaction fee of $500,000 upon consummation of the Merger. Evercore also received a fee of $500,000 upon execution of its engagement letter with TGE and the Conflicts Committee. In addition, TGE has agreed to reimburse Evercore for its reasonable out-of-pocket expenses (including legal fees, expenses and disbursements) incurred in connection with its engagement and to indemnify Evercore and any of its members, officers, advisors, representatives, employees, agents, Affiliates or controlling persons, if any, against certain liabilities and expenses arising out of its engagement, or to contribute to payments which any of such persons might be required to make with respect to such liabilities. As of March 6, 2020, TGE has paid $13,635.28 in reimbursement of out-of-pocket expenses incurred by Evercore.

Since January 1, 2018, Evercore has provided financial advisory services to (i) the conflicts committee of the board of directors of the general partner of TEP in 2018 with respect to a dropdown transaction and the merger of TEP with a subsidiary of TGE and (ii) the conflicts committee of the TGE GP Board with respect to the merger transaction between TE and Tallgrass Development, LP, for which Evercore received aggregate fees and reimbursement of expenses in the amount of approximately $2.3 million. From time to time, Evercore provides investment banking advisory and capital markets services to The Blackstone Group Inc. and its affiliates and GIC and its affiliates, and during the two year period prior to the date hereof Evercore received aggregate fees and reimbursement of expenses from such parties of approximately $49.0 million. During the two-year period prior to the date hereof and except as described herein, no material relationship existed between Evercore and any party to the Merger Agreement pursuant to which compensation was received by Evercore or its Affiliates as a result of such a relationship.

Evercore and its Affiliates engage in a wide range of activities for their own accounts and the accounts of customers. In connection with these businesses or otherwise, Evercore and its Affiliates and/or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products relating to TGE and its Affiliates.

60

Citigroup Global Markets Inc. Financial Advisor Discussion Materials Provided to an Affiliate of the Blackstone Parties

An affiliate of the Blackstone Parties (“BIA”) engaged Citi as a financial advisor to BIA in connection with the Transactions. In connection with Citi’s engagement, Citi provided, for informational purposes and at BIA’s request, certain preliminary discussion materials to representatives of BIA, including discussion materials dated March 26, 2019 (referred to in this section as the “March 26, 2019 Discussion Materials”), discussion materials dated June 20, 2019 (referred to in this section as the “June 20, 2019 Discussion Materials”), discussion materials dated July 3, 2019 (referred to in this section as the “July 3, 2019 Discussion Materials”), additional discussion materials dated July 3, 2019 (referred to in this section as the “Additional July 3, 2019 Discussion Materials”), discussion materials dated August 6, 2019 (referred to in this section as the “August 6, 2019 Discussion Materials”) and various other additional discussion materials dated March 1, 2019 through December 15, 2019 (referred to in this section as the “Other Additional Discussion Materials” and, together with the March 26, 2019 Discussion Materials, June 20, 2019 Discussion Materials, July 3, 2019 Discussion Materials, Additional July 3, 2019 Discussion Materials and August 6, 2019 Discussion Materials, as the “Discussion Materials”).

The Discussion Materials are included as exhibits to the Transaction Statement on Schedule 13E-3 and are incorporated herein by reference. The description of the Discussion Materials set forth below is qualified in its entirety by reference to the full text of such Discussion Materials. The Discussion Materials were provided for the information of BIA in connection with the Transactions. Citi was not requested to, and it did not, provide to BIA or any other person any (i) opinion (whether as to the fairness of any consideration, including, without limitation, the Merger Consideration, or otherwise) or (ii) recommendation as to how to vote or act on any matters relating to the proposed Transactions or otherwise. Citi expressed no view as to, and it did not address, the underlying business decision of any party to the Transactions to effect or enter into the Transactions, the relative merits of the Transactions as compared to any alternative business strategies that might exist for any such party or the effect of any other transaction which any such party might engage in or consider. The Discussion Materials were not intended to be and do not constitute a recommendation to any shareholder as to how such shareholder should vote or act on any matters relating to the proposed Transactions or otherwise. The Discussion Materials were preliminary and informational and were not based on financial forecasts and other information and data provided in connection with the Transactions or as of dates proximate to the execution of the Merger Agreement and therefore are not reflective of certain procedures typically applicable to materials or presentations in connection with delivering an opinion.

In preparing the Discussion Materials, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the management and other representatives of BIA that they were not aware of any relevant information that was omitted or that remained undisclosed to Citi. With respect to the financial forecasts and other information and data relating to TGE that Citi was directed to utilize, Citi was advised by the management of BIA and Citi assumed, with BIA’s consent, that they were reasonably prepared on bases reflecting the then best currently available estimates and judgments of such management as to, and were a reasonable basis upon which to evaluate, the future financial performance of TGE and the other matters covered thereby. Citi expressed no view as to any financial forecasts and other information or data (or underlying assumptions on which any such financial forecasts and other information or data were based) provided to or otherwise reviewed by or discussed with Citi.

Citi did not make and was not provided with an independent evaluation or appraisal of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise) of TGE or any other entity and Citi did not make any physical inspection of the properties or assets of TGE or any other entity. Citi did not evaluate the solvency or fair value of TGE or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Citi expressed no view as to any pending or potential litigation, claims or governmental, regulatory or other proceedings or investigations. Citi did not express any view as to the prices at

61

which any securities would trade or otherwise be transferable at any time, including following the announcement or consummation of the Transactions. Citi did not express any view with respect to accounting, tax, regulatory, legal or similar matters, including, without limitation, as to accounting, tax or other consequences resulting from the proposed Transactions or otherwise or changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting TGE or any other entity or the Transactions, and Citi relied, with BIA’s consent, upon the assessments of representatives of BIA as to such matters.

The preliminary financial considerations and other information in the Discussion Materials reflected market data as of dates proximate to such materials and were based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and information made available to Citi as of, the respective dates of such materials. In particular, the financial forecasts and other information and data relating to TGE prepared by the management of BIA and utilized in certain Discussion Materials were limited in nature and provided by BIA to Citi in January 2019 in connection with Citi’s role as a debt financing source for the March 2019 Blackstone Acquisition, which financial forecasts and other information and data were subsequently superseded by updated information not available as of, and not reflected in, such Discussion Materials. Although subsequent developments may have affected and may continue to affect the preliminary financial considerations and other information in the Discussion Materials, Citi has had and continues to have no obligation to update, revise or reaffirm the Discussion Materials.

In preparing the Discussion Materials, Citi reviewed a variety of preliminary financial and comparative matters, including those summarized below. Citi also considered industry performance, general business, economic, market and financial conditions and other matters existing as of dates proximate to the Discussion Materials, many of which are beyond the control of TGE and BIA. No company, business or transaction reviewed is identical or directly comparable to TGE or the Transactions, nor is such review entirely mathematical; rather, such review involved complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, businesses or transactions reviewed or the results observed.

The estimates or results contained in the Discussion Materials are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the Discussion Materials. In addition, the results of a financial review of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, Citi’s review were inherently subject to substantial uncertainty.

Citi was not requested to, and it did not, recommend or determine the specific consideration payable in the Transactions. The type and amount of consideration payable in the Transactions were determined through negotiations between the Conflicts Committee and the Blackstone Parties and the decision to enter into the Merger Agreement was that of the parties to the Merger Agreement. The Discussion Materials were only one of many factors considered by BIA and should not be viewed as determinative of the views of BIA or any other person with respect to the Transactions or any consideration payable in the Transactions.

Discussion Materials

March 26, 2019 Discussion Materials. The March 26, 2019 Discussion Materials provided an illustrative overview of the steps involved and timing associated with a take-private transaction process, including with respect to a conflicts committee process, second-step financing, preparation for the announcement of a transaction, execution of a definitive agreement and the closing of a transaction.

June 20, 2019 Discussion Materials. The June 20, 2019 Discussion Materials included, based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information, and

62

financial forecasts and other information and data relating to TGE provided by BIA management in January 2019 in connection with the March 2019 Blackstone Acquisition, as applicable, an overview of:

63

Citi observed the following overall low to high ranges of such metrics for the selected entities and the following metrics for TGE:

Selected Entities

TGE

Applying selected ranges, derived from the selected entities, of enterprise value to estimated EBITDA multiples of 9.6x to 10.9x and 8.6x to 10.6x for calendar years 2019 and 2020, respectively, and estimated distributable cash flows multiples of 7.8x to 9.4x and 7.3x to 9.2x for calendar years 2019 and 2020, respectively, to corresponding financial data of TGE provided by BIA management in January 2019 in connection with the March 2019 Blackstone Acquisition resulted in a selected overall approximate implied per Class A share equity value reference range (rounded to the nearest $0.05) for TGE of $19.90 to $25.10.

64

Citi observed, for the related-party transactions (composed of the selected precedent transactions other than IFM Global Infrastructure Fund/Buckeye Partners, L.P., Zenith Energy, L.P./Arc Logistics Partners LP and TransCanada Corporation/Columbia Pipeline Group, Inc., and referred to as the related-party transactions), the following overall low to high premiums or discounts in such transactions, based on the unaffected securities prices of the target entities:

65

Applying a selected range of implied premiums of 0.0% to 25.0% derived from the related-party transactions to TGE’s closing share price on June 14, 2019 indicated an approximate implied per Class A share equity value reference range (rounded to the nearest $0.05) of $21.75 to $27.20.

July 3, 2019 Discussion Materials. The July 3, 2019 Discussion Materials included, based on public filings and other publicly available information, an overview of:

Citi observed overall low to high one-day premiums or discounts implied by the initial offers and final offers in such transactions, based on the unaffected securities prices of the target entities, of approximately 1.9% to 20.3% and (8.7)% to 27.4%, respectively.

66

Citi observed the following premiums implied by the initial offers and final offers (as applicable) in the selected transactions listed above, based on the unaffected securities prices of the target entities:

Additional July 3, 2019 Discussion Materials. The Additional July 3, 2019 Discussion Materials included, based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information, and financial forecasts and other information and data relating to TGE provided by BIA management in January 2019 in connection with the March 2019 Blackstone Acquisition, as applicable, an overview of:

67

Citi observed the following overall low to high ranges of such metrics for the selected entities relative to those observed for TGE:

Selected Entities

TGE

68

August 6, 2019 Discussion Materials. The August 6, 2019 Discussion Materials included, based on publicly available information, an overview of, among other things, the premiums or discounts implied by the initial and final cash consideration proposed to be paid or paid, as applicable, in the related-party transactions and one additional related-party transaction announced on August 5, 2019 involving the acquisition of Blueknight Energy Partners, L.P. by Ergon, Inc., based on the affected and unaffected securities prices of the target entities, which indicated the following overall low to high premiums or discounts in such related-party transactions:

Other Additional Discussion Materials. The Other Additional Discussion Materials, consisting of various other discussion materials dated between March 1, 2019 and December 15, 2019, provided overviews of, among other things, (i) information related to TGE and/or its underlying business and industry, including information regarding customers and customer contracts, shareholder base and certain regulatory considerations, (ii) certain market and financial information and selected research analysts’ views, including historical stock prices, trading multiples and other financial performance over time and selected research analysts’ methodologies and stock price targets over various periods, and (iii) certain potential financing alternatives for the Transactions, including illustrative borrowing amounts and interest rates, total required equity, leverage comparisons and other credit-related statistics.

Miscellaneous

BIA has agreed to pay Citi for its financial advisory services in connection with the Transactions an aggregate fee contingent upon consummation of the Merger of up to $4 million, of which $2 million is payable at BIA’s sole discretion. Citi and/or certain of its affiliates also have participated and expect to participate further in certain financings for the Transactions and related offerings, including having acted as joint bookrunning manager and initial purchaser for a debt offering of an affiliate of TGE and acting as joint lead arranger and joint bookrunner in connection with a term loan of an affiliate of Blackstone, for which services Citi and/or such affiliates have received or currently expect to receive aggregate fees of up to approximately $3 million. In addition, BIA has agreed to reimburse Citi for its expenses, including fees and expenses of counsel, and to indemnify Citi and related parties against certain liabilities, including liabilities under federal securities laws, arising out of Citi’s engagement.

69

Citi and its affiliates in the past have provided and in the future may provide investment banking, commercial banking and other similar financial services to The Blackstone Group Inc. (“The Blackstone Group”) and/or certain of its affiliates, including BIA, and portfolio companies unrelated to the proposed Transactions, for which services Citi and its affiliates have received and would expect to receive compensation, including, during the approximately two-year period prior to November 30, 2019, (i) having acted or acting as (a) financial advisor in connection with certain merger and acquisition transactions, including the March 2019 Blackstone Acquisition, and related transactions, and (b) joint lead arranger, joint bookrunner, co-manager and/or administrative agent for certain debt and equity offerings, and/or as a lender under certain credit facilities, and (ii) having provided or providing various other financial services, for which services referenced in clauses (i) and (ii) above Citi and its affiliates received during such two-year period aggregate fees of approximately $320 million. Citi and its affiliates also in the past have provided, currently are providing and in the future may provide investment banking, commercial banking and other similar financial services to TGE and certain of its subsidiaries, for which services Citi and its affiliates have received and expect to receive compensation, including, during the approximately two-year period prior to November 30, 2019, having acted or acting as (i) joint bookrunner for a debt offering of a subsidiary of TGE and (ii) joint lead arranger and documentation agent for, and/or as a lender under, certain credit facilities of TGE and its subsidiaries, for which services referenced in clauses (i) and (ii) above Citi and its affiliates received during such two-year period aggregate fees of approximately $2.5 million. In the ordinary course of business, Citi and its affiliates may actively trade or hold the securities or financial instruments (including loans and other obligations) of The Blackstone Group, TGE, other parties involved in the Transactions, and their respective affiliates and/or portfolio companies, as applicable, for their own account or for the account of their customers and, accordingly, may at any time hold a long or short position or otherwise effect transactions in such securities or financial instruments. In addition, Citi and its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with The Blackstone Group, TGE, other parties involved in the Transactions, and their respective affiliates and/or portfolio companies, as applicable.

BIA selected Citi as a financial advisor to BIA in connection with the Transactions based on Citi’s reputation, experience and familiarity with The Blackstone Group, TGE and their respective businesses. Citi is an internationally recognized investment banking firm that regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes.

Certain January 2019 Financial Projections Provided in Connection with the March 2019 Blackstone Acquisition

In January 2019, in connection with the March 2019 Blackstone Acquisition, management of BIA, an affiliate of Blackstone, prepared internal forecasts with respect to TGE’s future financial and operating performance for Blackstone’s own internal investment monitoring and business planning purposes, as well as for use in connection with evaluating financing alternatives for the March 2019 Blackstone Acquisition. These internal financial forecasts (referred to herein as the “January 2019 Blackstone Projections”) were prepared and shared by Blackstone with Citi in January 2019 in connection with Citi’s role as a debt financing source for the March 2019 Blackstone Acquisition.

As discussed above under “—Citigroup Global Markets Inc. Financial Advisor Discussion Materials Provided to an Affiliate of the Blackstone Parties,” Citi utilized information contained in or derived from the January 2019 Blackstone Projections in certain Discussion Materials (such Discussion Materials, collectively, the “Applicable Discussion Materials”). At the time the Applicable Discussion Materials were prepared, the January 2019 Blackstone Projections were outdated and did not reflect changes in general market and industry conditions and changes in TGE’s business, including increased competitive pressures. The January 2019 Blackstone Projections (i) were not prepared for purposes of the Applicable Discussion Materials or otherwise for the purpose of evaluating the Merger, (ii) do not reflect any

70

changes in prospects for TGE’s business, changes in general business or economic conditions, or any other transaction, event or circumstance that has occurred and was not anticipated, or that has occurred but occurred differently than was anticipated, after the projections or any of the prospective financial information contained therein were prepared in January 2019, and (iii) were subsequently superseded by updated information not available as of, and not reflected in the January 2019 Blackstone Projections, including the prospective financial information prepared by TGE management and summarized under “—Certain Financial Projections” above.

The summary of the January 2019 Blackstone Projections set forth below has been included in this proxy statement solely because these financial projections were utilized by Citi in the Applicable Discussion Materials. The January 2019 Blackstone Projections included in this proxy statement should not be regarded as predictive of actual future results nor should they be construed as financial guidance. The summary of the financial projections is not intended to influence or induce any TGE Shareholder to vote in favor of the Merger Proposal.

The projections and the prospective financial information contained in the January 2019 Blackstone Projections have not been updated since January 2019 and therefore are not intended to reflect and should not be construed as current estimates or assumptions of management of BIA or TGE. None of Blackstone, TGE or any of their respective Affiliates, advisors, directors, officers, employees, agents or representatives has made or makes any representation or warranty to any TGE Shareholder or other person regarding the ultimate performance of TGE compared to the information contained in the prospective financial information or that the projections will be achieved.

These financial projections are subjective in many respects. There can be no assurance that these financial projections will be realized or that actual results will not be significantly higher or lower than forecasted. In addition, the financial projections were not prepared with a view toward public disclosure or toward complying with GAAP, the published guidelines of the SEC regarding projections or the use of non-GAAP financial measures or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information.

The prospective financial information set forth below has been prepared by, and is the responsibility of, management of BIA. Deloitte & Touche LLP has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this proxy statement relates to TGE’s historical financial information. It does not extend to the prospective financial information and should not be read to do so.

At the time the January 2019 Blackstone Projections were prepared, Blackstone did not have full access to management of TGE or information regarding TGE’s business, as Blackstone did not yet control TGE. While presented with numerical specificity, the January 2019 Blackstone Projections reflect numerous estimates and assumptions made by management of BIA in January 2019 with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to TGE’s business, all of which are difficult to predict and many of which are beyond TGE’s control. Since the January 2019 Blackstone Projections were prepared, there have been changes in market and industry conditions in the midstream energy sector generally, particularly in the crude transportation industry, as well as increased competitive pressures, and for these reasons and others, certain assumptions underlying the projections have differed in material respects from circumstances that have actually occurred. In developing the financial projections, management of BIA made numerous material assumptions, in addition to the assumptions described above, with respect to TGE’s business for the periods covered by the projections, including:

71

By including in this proxy statement a summary of certain of the January 2019 Blackstone Projections, none of Blackstone, TGE nor any of their respective representatives have made or are making any representation to any person regarding the ultimate performance of TGE compared to the information contained in the financial projections. The unaudited January 2019 Blackstone Projections cover multiple years and such information by its nature becomes less predictive with each succeeding year.

The following table sets forth a summary of the projected financial information for TGE for 2019 through 2025 contained within the January 2019 Blackstone Projections: