Generation Essentials Group Class A (TGE) Risk Analysis

Completion of the Take-Private Merger is not assured and is subject to risks, including the risks that approval of the Take-Private Merger by our shareholders is not obtained or that other closing conditions are not satisfied. If the Take-Private Merger is not completed, or if there are significant delays in completing the Take-Private Merger, we would be subject to several risks, including the following: - a decline in the price of our Class A shares due to the fact that the current price reflects a market assumption that the Take-Private Merger will be completed;- we may owe the Buyer a termination fee of $70 million under the terms and conditions of the Take-Private Merger Agreement;- we will have incurred certain significant costs relating to the Take-Private Merger; and - the attention of our management will have been diverted to the Take-Private Merger rather than our own operations and pursuit of other opportunities that could have been beneficial to us.

Our shareholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management's decisions regarding our business. Our general partner is responsible for conducting our business and managing our operations. Our shareholders do not have the ability to elect our general partner or the members of the board of directors of our general partner. The members of the board of directors of our general partner, including the independent directors, are currently designated and elected by BIP through the exercise of the rights of the sole member of our general partner, subject only to certain contractual rights in the Equityholders Agreement entered into between certain affiliates of the Sponsor Entities and BIP's co-investors in March 2019 and limitations in the Take-Private Merger Agreement. As a result of these rights, including the ability to cause or prevent a change in the composition of the board of directors of our general partner or a change in control of TGE, BIP effectively controls our business and affairs. If our Class A shareholders are dissatisfied with the performance of our general partner, they have little ability to remove our general partner. Our general partner may not be removed except by vote of the holders of at least 80% of our outstanding shares, voting together as a single class. As of December 31, 2019, the Sponsor Entities owned approximately 44.1% of the combined voting power of our Class A and Class B shares. This ownership level enables the Sponsor Entities to prevent our general partner's removal. In addition, with their combined voting power, the Sponsor Entities are able to strongly influence all other matters requiring shareholder approval, regardless of whether or not unaffiliated shareholders believe that the transaction is in their own best interests. As a result of these provisions, the price at which our shares trade may be lower because of the absence or reduction of a takeover premium in the trading price.

Under the terms of Rockies Express' limited liability company agreement, if any member desires to transfer its membership interest to an unaffiliated third party, each other member first has a right to purchase its proportionate share of the membership interest being sold. If we desire to sell all or any portion of our interest in Rockies Express to an unaffiliated third-party in the future, we will be required to first offer the sale of our membership interest to the other member, who will have 30 days to elect to purchase their proportionate interest before any sale or transfer to a third party may be consummated. This requirement could make it difficult for us to sell our interest in Rockies Express.

Because we are a limited partnership, the NYSE does not require our general partner to have a majority of independent directors on its board of directors. The NYSE also does not require our general partner to establish a compensation committee or a nominating and corporate governance committee. Accordingly, our shareholders do not have the same protections afforded to certain corporations that are subject to all the NYSE corporate governance requirements. In addition, as a limited partnership, we are not required to seek shareholder approval for issuances of Class A shares including issuances in excess of 20% of outstanding equity securities, or for issuances of equity to certain affiliates.

Under Delaware law, a general partner of a limited partnership is generally liable for the debts and liabilities of the partnership for which it serves as general partner, subject to the terms of any indemnification agreements contained in the partnership agreement and except to the extent the partnership's contracts are non-recourse to the general partner. As a result of our structure, we indirectly own and control the general partner of TEP. To the extent the indemnification provisions in TEP's partnership agreement or non-recourse provisions in our contracts are not sufficient to protect TEP GP from such liability, we may in the future incur liabilities as a result of our indirect ownership of TEP's general partner. Please read the section entitled "-Risks Related to Conflicts of Interest."

Our partnership agreement contains provisions that eliminate the fiduciary standards to which our general partner would otherwise be held by state fiduciary duty law and replaces those duties with several different contractual standards. For example, our partnership agreement permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner, free of any duties to us and our shareholders other than the implied contractual covenant of good faith and fair dealing. This provision entitles our general partner to consider only the interests and factors that it desires and relieves it of any duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or our shareholders. Examples of decisions that our general partner may make in its individual capacity include: - how to allocate business opportunities among us and its affiliates;- whether to exercise its limited call right;- whether to seek approval of the resolution of a conflict of interest by the conflicts committee of the board of directors of our general partner;- how to exercise its voting rights with respect to the units it owns; and - whether or not to consent to any merger, consolidation or conversion of the partnership or amendment to the partnership agreement. In addition, our partnership agreement provides that any construction or interpretation of our partnership agreement and any action taken pursuant thereto or any determination, in each case, made by our general partner in good faith, shall be conclusive and binding on all shareholders. By purchasing shares, you agree to become bound by the provisions in the partnership agreement, including the provisions discussed above.

Our partnership agreement contains provisions that restrict the remedies available to shareholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty under state fiduciary duty law. For example, our partnership agreement provides that: - whenever our general partner, the board of directors of our general partner or any committee thereof (including the conflicts committee) makes a determination or takes, or declines to take, any other action in their respective capacities, our general partner, the board of directors of our general partner and any committee thereof (including the conflicts committee), as applicable, is required to make such determination, or take or decline to take such other action, in good faith, meaning that it subjectively believed that the decision was in the best interests of our partnership, and, except as specifically provided by our partnership agreement, will not be subject to any other or different standard imposed by our partnership agreement, Delaware law, or any other law, rule or regulation, or at equity;- our general partner will not have any liability to us or our shareholders for decisions made in its capacity as a general partner so long as such decisions are made in good faith;- our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners resulting from any act or omission unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that our general partner or its officers and directors, as the case may be, acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was criminal; and - our general partner will not be in breach of its obligations under the partnership agreement (including any duties to us or our shareholders) if a transaction with an affiliate or the resolution of a conflict of interest is: ?approved by the conflicts committee of the board of directors of our general partner (although our general partner is not obligated to seek such approval);?approved by the vote of a majority of the outstanding voting shares, excluding any shares owned by our general partner and its affiliates;?determined by the board of directors of our general partner to be on terms no less favorable to us than those generally being provided to or available from unrelated third parties; or ?determined by the board of directors of our general partner to be fair and reasonable to us, taking into account the totality of the relationships among the parties involved, including other transactions that may be particularly favorable or advantageous to us. In connection with a situation involving a transaction with an affiliate or a conflict of interest, any determination by our general partner or the conflicts committee must be made in good faith. If an affiliate transaction or the resolution of a conflict of interest is not approved by our shareholders or the conflicts committee and the board of directors of our general partner determines that the resolution or course of action taken with respect to the affiliate transaction or conflict of interest satisfies either of the standards set forth in the last two bullets above, then it will be presumed that, in making its decision, the board of directors acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the partnership challenging such determination, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.

If at any time more than 80% of our outstanding shares (including Class A shares issuable upon the exchange of Class B shares) are owned by our general partner or its affiliates, our general partner has the right (which it may assign to any of its affiliates or to us), but not the obligation, to acquire all, but not less than all, of the remaining Class A shares held by public shareholders at a price equal to the greater of (x) the highest cash price paid by our general partner or its affiliates for any shares purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those shares and (y) the current market price calculated in accordance with our partnership agreement as of the date three business days before the date the notice is mailed. As a result, you may be required to sell your Class A shares at an undesirable time or price and may not receive any return of or on your investment. You may also incur a tax liability upon a sale of your Class A shares.

Our general partner has the ability to cause us to issue an unlimited number of additional Class A shares, or other equity securities of equal rank with the Class A shares, without shareholder approval. In addition, we may issue an unlimited number of shares that are senior to our Class A shares in right of dividend, liquidation and voting. Except for Class A shares issued in connection with the exercise by any Exchange Right Holder of its right to exchange a Class B share for a Class A share (the "Exchange Right"), each of which will result in the cancellation of an equivalent number of Class B shares and therefore have no effect on the total number of outstanding shares, the issuance of additional Class A shares, or other equity securities of equal or senior rank, may have the following effects: - each shareholder's proportionate ownership interest in us may decrease;- the amount of cash available for dividends on each Class A share may decrease;- the relative voting strength of each previously outstanding Class A share may be diminished;- the date upon which we begin paying material U.S. federal income taxes, or upon which a material portion of our dividends constitute taxable dividend income for U.S. federal income tax purposes, could be accelerated; and - the market price of the Class A shares may decline.

Under Delaware law, you could be held liable for our obligations to the same extent as a general partner if a court determined that the right or the exercise of the right by our shareholders (who hold limited partner interests despite the fact that we use the term "shareholder" in this Annual Report) as a group to remove or replace our general partner, to approve some amendments to the partnership agreement or to take other action under our partnership agreement constituted participation in the "control" of our business. Additionally, the limitations on the liability of holders of limited partner interests for the liabilities of a limited partnership have not been clearly established in many jurisdictions. Furthermore, Section 17-607 of the Delaware Revised Uniform Limited Partnership Act provides that, under some circumstances, a shareholder may be liable to us for the amount of a dividend for a period of three years from the date of the dividend.

Our shareholders' voting rights are restricted by the provision in our partnership agreement generally providing that any shares held by a person or group that owns 20% or more of any class of shares then outstanding, other than our general partner or its affiliates and persons who acquired such shares with the prior approval of our general partner's board of directors, cannot be voted on any matter. In addition, our partnership agreement contains provisions limiting the ability of our shareholders to call meetings or to acquire information about our operations, as well as other provisions limiting our shareholders' ability to influence the manner or direction of our management. As a result, the price at which our Class A shares trade may be lower because of the absence or reduction of a takeover premium in the trading price.

Subject to certain limitations and exceptions, the Exchange Right Holders may cause the exchange of their TE Units (together with a corresponding number of Class B shares) for Class A shares (on a one-for-one basis, subject to customary conversion rate adjustments for equity splits and reclassification and other similar transactions) and then sell those Class A shares in the public market. For example, certain participating Exchange Right Holders exercised their exchange right and sold 10,350,000 Class A shares in a secondary offering completed in November 2016. In addition, for the years ended December 31, 2019 and 2018, 21,751,018 Class A shares and 2,821,332 Class A shares, respectively, were issued and an equal number of Class B shares were canceled, as a result of the exercise of the exchange right. Further, in accordance with an amended and restated registration rights agreement entered into with the Exchange Right Holders, we have registered the resale of 125,291,659 Class A shares, 102,136,875 of which remain issuable upon exercise of the Exchange Right, pursuant to our Form S-3 (File No. 333-225382) filed with the SEC on June 1, 2018, which became effective June 13, 2018. We may also issue additional Class A shares or convertible securities in subsequent public or private offerings. We cannot predict the size of future issuances of our Class A shares or securities convertible into Class A shares or the effect, if any, that future issuances and sales of our Class A shares, including sales of Class A shares by the Exchange Right Holders after the exercise of the Exchange Right, will have on the market price of our Class A shares. Sales of substantial amounts of our Class A shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A shares.

If a holder sells our Class A shares, the holder will recognize a gain or loss equal to the difference between the amount realized and the holder's tax basis in those Class A shares. To the extent that the amount of our dividends exceeds our current and accumulated earnings and profits as determined for U.S. federal income tax purposes, the dividends will be treated as a tax-free return of capital and will reduce a holder's tax basis in the Class A shares. Because our dividends in excess of our earnings and profits decrease a holder's tax basis in Class A shares, such excess dividends will result in a corresponding increase in the amount of gain, or a corresponding decrease in the amount of loss, recognized by the holder upon the sale of the Class A shares.