Tallgrass Energy GP, LP (NYSE:TEGP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Grant of Awards to Executive Officers Under the Tallgrass MLP GP, LLC Long-Term Incentive Plan

On August 2, 2017, the board of directors of Tallgrass MLP GP, LLC (the “Company”), the general partner of Tallgrass Energy Partners, LP (“TEP”), and the board of directors of TEGP Management, LLC, the general partner of Tallgrass Energy GP, LP (“TEGP”), approved the grants of equity participation units (“Equity Participation Units”) to executive officers of the Company as described below.

TEGP is the managing member of and therefore controls Tallgrass Equity, LLC (“Tallgrass Equity”). Tallgrass Equity, in turn, controls TEP through the direct ownership of 50% of the Company, TEP’s general partner. As a result, under generally accepted accounting principles, TEGP consolidates Tallgrass Equity, the Company, TEP, and TEP’s subsidiaries. TEGP has no operations outside of its indirect ownership interests in TEP.

Grants of Awards to Executive Officers

The Equity Participation Units were granted according to the terms of the Tallgrass MLP GP, LLC Long-Term Incentive Plan and are subject to an Equity Participation Unit Agreement (the “Equity Participation Unit Agreement”).

The Equity Participation Unit Agreement contemplates that all of the Equity Participation Units subject to each individual grant will vest on the earliest date on or after April1, 2021, on which the average compounded annual distribution growth rate for regular quarterly TEP distributions, based upon the regular quarterly distribution paid by the TEP on, or immediately prior to, such date is at least 5% over the annualized distribution rate of $3.34 per common unit, as determined by the board of directors of the Company (the “Distribution Hurdle Date”). In order to vest, each recipient of the individual grant must remain continuously employed with the Company or its affiliates through the Distribution Hurdle Date. If the Distribution Hurdle Date has not occurred by the seventh anniversary of the grant date, each individual grant will expire and terminate and no vesting of Equity Participation Units will occur thereafter. In certain circumstances, all unvested Equity Participation Units will be accelerated as specified in more detail in the Equity Participation Unit Agreement.

The Equity Participation Unit Agreement contains non-competition and non-solicitation restrictions, to which the individual will not be permitted to compete with the Company in certain circumstances for a period beginning on the grant and ending 18 months following termination of employment (if vesting occurs). The Equity Participation Unit Agreement also contains a non-disparagement covenant with respect to the Company and its affiliates.

The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Equity Participation Unit Agreement, which will be filed as an exhibit to TEGP’s Form 10-Q for the quarter ended September30, 2017.

About Tallgrass Energy GP, LP (NYSE:TEGP)

Tallgrass Energy GP, LP is a limited partnership company. The Company, through Tallgrass Energy Partners, LP (TEP), provides crude oil transportation to customers in Wyoming, Colorado, and the surrounding regions through Pony Express. Its business segments include Crude Oil Transportation & Logistics Segment, which is engaged in the ownership and operation of a crude oil pipeline system; Natural Gas Transportation & Logistics Segment, which is engaged in ownership and operation of FERC-regulated interstate natural gas pipelines and integrated natural gas storage facilities, and Processing & Logistics Segment, which is engaged in the ownership and operation of natural gas processing, treating and fractionation facilities, the provision of water business services primarily to the oil and gas exploration and production industry and the transportation of natural gas liquids (NGL). The Company, through TEP, owns and operates natural gas processing plants in Casper and Douglas.