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EX-99.1 - EXHIBIT 99.1 - Tallgrass Energy, LPexhibit9911172017.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 17, 2017

Tallgrass Energy GP, LP
(Exact name of registrant as specified in its charter)
Delaware
 
001-37365
 
47-3159268
(State or Other Jurisdiction of
Incorporation or Organization)
 
(Commission File
Number)
 
(I.R.S. Employer Identification No.)

4200 W. 115th Street, Suite 350
Leawood, Kansas
 
66211
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (913) 928-6060

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 7.01.
Regulation FD Disclosure.
On January 17, 2017, Rockies Express Pipeline LLC ("REX") and Tallgrass Energy Partners, LP ("TEP") issued a joint press release announcing that REX has reached an agreement to settle REX's $303.0 million breach of contract claim against Ultra Resources, Inc. A copy of the press release is furnished with this Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
Tallgrass Energy GP, LP (“TEGP”), a Delaware limited partnership, is the managing member of and therefore controls Tallgrass Equity, LLC (“Tallgrass Equity”). Tallgrass Equity, in turn, controls TEP through the direct ownership of 100% of Tallgrass MLP GP, LLC (“TEP GP”), TEP’s general partner. As a result, under generally accepted accounting principles, TEGP consolidates Tallgrass Equity, TEP GP, TEP, and TEP’s subsidiaries. TEGP has no operations outside of its indirect ownership interests in TEP.
The information in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.
Financial Statements and Exhibits.
(d)     Exhibits
EXHIBIT NUMBER
 
DESCRIPTION
 
 
 
99.1
 
Joint press release issued by Rockies Express Pipeline LLC and Tallgrass Energy Partners, LP, dated January 17, 2017. (Furnished solely for purposes of Item 7.01 of this Form 8-K).





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
TALLGRASS ENERGY GP, LP
 
 
 
 
 
 
By:
TEGP Management, LLC
 
 
 
its general partner
 
 
 
 
 
 
 
 
 
 
 
Date:
January 17, 2017
By:
/s/ David G. Dehaemers, Jr.
 
 
 
 
David G. Dehaemers, Jr.
 
 
 
President and Chief Executive Officer






EXHIBIT INDEX

EXHIBIT NUMBER
 
DESCRIPTION
 
 
 
99.1
 
Joint press release issued by Rockies Express Pipeline LLC and Tallgrass Energy Partners, LP, dated January 17, 2017. (Furnished solely for purposes of Item 7.01 of this Form 8-K).