2018 pursuant to the Transaction, TNGP may be deemed to be the direct beneficial owner of the Subject Units, numbering 4,612,562 Common Units, which represent approximately 24.9% of the outstanding Common Units. By virtue of its ownership of all the outstanding equity of LP Holdings, CF Sales may be deemed to possess indirect beneficial ownership of the 13,889,014 Common Units beneficially owned by LP Holdings, which represent approximately 75.1% of the outstanding Common Units. By virtue of its ownership of all the outstanding equity of CF Sales and all of the outstanding common stock of TNGP, CF Enterprises may be deemed to possess indirect beneficial ownership of the 13,889,014 Common Units beneficially owned by LP Holdings and CF Sales and the 4,612,562 Common Units beneficially owned by TNGP, which together represent 100% of the outstanding Common Units. By virtue of its ownership of all the outstanding common stock of CF Enterprises, CF Industries may be deemed to possess indirect beneficial ownership of the 13,889,014 Common Units beneficially owned by LP Holdings, CF Sales and CF Enterprises and the 4,612,562 Common Units beneficially owned by TNGP and CF Enterprises, which together represent 100% of the outstanding Common Units. By virtue of its ownership of all the outstanding common stock of CF Industries, CF Holdings may be deemed to possess indirect beneficial ownership of the 13,889,014 Common Units beneficially owned by LP Holdings, CF Sales, CF Enterprises and CF Industries and the 4,612,562 Common Units beneficially owned by TNGP, CF Enterprises and CF Industries, which together represent 100% of the outstanding Common Units.
LP Holdings is a direct, wholly owned subsidiary of CF Sales, which is a direct, wholly owned subsidiary of CF Enterprises, which is a direct, wholly owned subsidiary of CF Industries, which is a direct, wholly owned subsidiary of CF Holdings. As such, LP Holdings, CF Sales, CF Enterprises and CF Industries each have shared voting and dispositive power over the 13,889,014 Common Units directly owned by LP Holdings. TNGP is a direct, wholly owned subsidiary of CF Enterprises, which is a direct, wholly owned subsidiary of CF Industries, which is a direct, wholly owned subsidiary of CF Holdings. As such, TNGP, CF Enterprises, CF Industries and CF Holdings each have shared voting and dispositive power over the 4,612,562 Common Units directly beneficially owned by TNGP. Until the consummation of the purchase of the Subject Units by TNGP in the Transaction, the unaffiliated present holders of the Subject Units may continue to exercise voting and dispositive power over the 4,612,562 Common Units comprising the Subject Units.
(c)
Except for the transactions described elsewhere in this Statement, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any person named on
Annex A
hereto, has effected any transaction in the Common Units during the past 60 days.
(d)
Until the consummation of the purchase of the Subject Units by TNGP in the Transaction, each unaffiliated present holder of Subject Units has the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, such holders Subject Units, including the right to receive the Purchase Price for such holders Subject Units. None of the unaffiliated holders of Subject Units owns more than 5% of the Common Units.
|
Item 6 is hereby amended and restated in its entirety as follows:
As described in Item 4 of this Statement, TNCLP and TNGP are parties to the Assignment and Assumption Agreement, attached hereto as Exhibit 4, pursuant to which TNCLP assigned to TNGP the right to acquire the Subject Units. The description of the Assignment and Assumption Agreement contained in this Statement is a summary and qualified in its entirety by the terms of such agreement. Pursuant to the Transaction, as described in Item 4 of this Statement, TNGP will acquire all of the Subject Units on April 2, 2018, at a price per Subject Unit equal to the Purchase Price, without interest thereon.
As non-employee directors of TNGP, Coleman L. Bailey, Michael A. Jackson and Anne H. Lloyd receive compensation in the form of phantom units in TNCLP. A phantom unit entitles the holder to a cash payment equal to the value of a Common Unit at the time of vesting, but does not give the holder thereof the right to acquire or vote any Common Units. Each phantom unit vests automatically on the earlier of (i) a directors separation from service that (other than a removal for cause) or (ii) the date of the first meeting of the board of directors of TNGP of the calendar year following the date of grant of the award. In addition, each phantom unit entitles the holder to additional phantom units when quarterly cash distributions are made to holders of Common Units. Pursuant to TNGPs Non-Employee Director Phantom Unit and Deferred Compensation Plan, non-employee directors of TNGP receive an annual award of a number of phantom units to be determined based on the closing prices of the Common Units. The foregoing description of TNGPs Non-Employee Director Phantom Unit and Deferred Compensation Plan is a summary and qualified in its
|