Tallgrass Energy GP, LP (NYSE:TEGP) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement

On January3, 2017, Tallgrass Energy Partners, LP, a Delaware
limited partnership (TEP), Tallgrass Development, LP, a
Delaware limited partnership (Tallgrass Development), and
Tallgrass Operations, LLC, a Delaware limited liability company
and wholly-owned direct subsidiary of Tallgrass Development
(Tallgrass Operations), entered into a definitive Purchase
and Sale Agreement (the Purchase Agreement), to which TEP
acquired 50% of the issued and outstanding membership interests
in Tallgrass NatGas Operator, LLC, a Delaware limited liability
company (NatGas), and 50% of the issued and outstanding
membership interests in Tallgrass Terminals, LLC, a Delaware
limited liability company (Terminals) (such membership
interests in NatGas and Terminals, the Subject Interests
and such transaction, the Transaction), effective as of
January1, 2017.

Effective as of January1, 2017, and subject to the terms and
conditions of the Purchase Agreement, Tallgrass Operations
assigned the Subject Interests to a wholly-owned direct
subsidiary of TEP in exchange for total consideration from TEP of
$140 million in cash. The Purchase Agreement contains customary
representations and warranties, indemnification obligations and
covenants by the parties, and copy of the Purchase Agreement is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein 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 50%
of Tallgrass MLP GP, LLC (TEP GP), TEPs general partner.
As a result, under generally accepted accounting principles, TEGP
consolidates Tallgrass Equity, TEP GP, TEP, and TEPs
subsidiaries. TEGP has no operations outside of its indirect
ownership interests in TEP. The Conflicts Committee of the Board
of Directors of TEP GP recommended approval of the Transaction to
the Board of Directors, which then approved the Transaction. The
Conflicts Committee, which is composed entirely of independent
directors, retained independent legal and financial advisors to
assist in evaluating and negotiating the Transaction.

The Purchase Agreement and the above descriptions have been
included to provide investors and security holders with
information regarding the terms of the Purchase Agreement. They
are not intended to provide any other factual information about
TEP, Tallgrass Operations or Tallgrass Development or their
respective subsidiaries or affiliates or equity holders. The
representations, warranties and covenants contained in the
Purchase Agreement were made only for purposes of that agreement
and as of specific dates; were solely for the benefit of the
parties to the Purchase Agreement; may be subject to limitations
agreed upon by the parties, including being qualified by
disclosures made by each contracting party to the other as a way
of allocating contractual risk between them that differ from
those applicable to investors. Investors should be aware that
these representations, warranties and covenants or any
description thereof alone may not describe the actual state of
affairs of TEP, Tallgrass Operations, Tallgrass Development or
their respective subsidiaries, affiliates, businesses or equity
holders as of the date they were made or at any other time.

The above description does not purport to be a complete
description of the Purchase Agreement and is qualified in its
entirety by the contents of the Purchase Agreement, a copy of
which is filed herewith as Exhibit 10.1.

On January3, 2017, TEP and TEGP issued a joint press release
announcing the Transaction. A copy of the press release is
furnished with this Form 8-K as Exhibit 99.1 and incorporated
into this Item7.01 by reference.

In accordance with General Instruction B.2 to Form 8-K, the
information 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 Section18 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.

(d) Exhibits

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.

Tallgrass Energy GP, LP (NYSE:TEGP) Recent Trading Information

Tallgrass Energy GP, LP (NYSE:TEGP) closed its last trading session up +0.89 at 26.80 with 422,243 shares trading hands.