Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Tallgrass Energy Partners, LP | exhibit9912018272.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): February 7, 2018
Tallgrass Energy Partners, LP
(Exact name of registrant as specified in its charter)
Delaware | 001-35917 | 46-1972941 | ||
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. | Regulation FD Disclosure. |
On February 7, 2018, Tallgrass Energy Partners, LP (the “Partnership”) and Tallgrass Energy GP, LP, a Delaware limited partnership (“TEGP”), issued a joint press release announcing the recent acquisition by the Partnership of a 2% membership interest in Tallgrass Pony Express Pipeline, LLC, a Delaware limited liability company, and administrative assets from Tallgrass Development, LP, a Delaware limited partnership (“Development”). The joint press released also announced the merger of Development with and into Tallgrass Development Holdings, LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Tallgrass Equity, LLC, a Delaware limited liability company (“TE”). 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.
TEGP is the managing member of and therefore controls TE. TE, in turn, controls the Partnership through the direct ownership of 100% of Tallgrass MLP GP, LLC (“TEP GP”), the Partnership’s general partner. As a result, under generally accepted accounting principles, TEGP consolidates TE, TEP GP, the Partnership, and the Partnership’s subsidiaries.
In accordance with General Instruction B.2 to Form 8-K, the information provided in this Item 7.01 and attached to this Current Report on Form 8-K as Exhibit 99.1 shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference in such filing.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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 PARTNERS, LP | ||||
By: | Tallgrass MLP GP, LLC | |||
its general partner | ||||
Date: | February 7, 2018 | By: | /s/ David G. Dehaemers, Jr. | |
David G. Dehaemers, Jr. | ||||
President and Chief Executive Officer | ||||