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

Item1.01

Underwriting Agreement

On November 17, 2016, Tallgrass Energy GP, LP (the Partnership)
entered into an Underwriting Agreement (the Underwriting
Agreement), by and among the Partnership and certain selling
shareholders named in the Underwriting Agreement (the Selling
Shareholders), on one hand, and Goldman, Sachs Co., as the sole
underwriter (the Underwriter), on the other hand, providing for
the offer and sale by the Selling Shareholders (the Offering),
and purchase by the Underwriter, of 9,000,000 ClassA shares
(Class A Shares) representing limited partner interests, at a
price to the public of $22.00 per share. to the Underwriting
Agreement, the Selling Shareholders also granted the Underwriter
an option for a period of 30 days to purchase up to an additional
1,350,000 Class A shares, on the same terms, which the
Underwriter has exercised in full.

In connection with the Offering, Class A Shares were issued to
the Selling Shareholders upon the exercise by each Selling
Shareholder of its right to exchange all or a portion of its
units (Tallgrass Equity Units) of Tallgrass Equity, LLC
(Tallgrass Equity) into Class A Shares at an exchange ratio of
one Class A Share for each Tallgrass Equity Unit exchanged (the
Exchange Right). to the terms of the Exchange Right,
simultaneously therewith, the exercising Selling Shareholder
transferred to the Partnership Class B shares (Class B Shares)
representing limited partner interests in the Partnership in an
amount equal to the number of Tallgrass Equity Units exchanged by
such exercising Selling Shareholder.Upon each such exchange, the
Partnership cancelled the Class B Shares received from the
exercising Selling Shareholder.

The material terms of the Offering are described in the
prospectus supplement, filed November17, 2016 (the Prospectus) by
the Partnership with the Securities and Exchange Commission. The
Offering is registered with the Securities and Exchange
Commission to a Registration Statement on FormS-3, as amended
(File No. 333-211753).

The Underwriting Agreement contains customary representations,
warranties and agreements of the Partnership and the Selling
Shareholders, and customary conditions to closing, obligations of
the parties and termination provisions. The Partnership and the
Selling Shareholders agreed to indemnify the Underwriter against
certain liabilities, including liabilities under the Securities
Act, and to contribute to payments the Underwriter may be
required to make because of any of those liabilities.

The Offering closed on November 22, 2016. The Partnership did not
receive any of the proceeds from the Offering.

The foregoing description and the description contained in the
Prospectus are incomplete and are qualified in their entirety by
reference to the full text of the Underwriting Agreement, which
is filed as Exhibit 1.1 to this report and incorporated in this
Item1.01 by reference. Legal opinions relating to the Shares are
included as Exhibits 5.1 and 8.1 to this Current Report.

On November 17, 2016, the Partnership issued press releases
announcing that it had launched and priced the Offering described
in Item 1.01 of this Current Report on Form 8-K. Copies of the
press releases are furnished as Exhibits 99.1 and 99.2 hereto.

In accordance with General Instruction B.2 of Form 8-K, the press
releases are deemed to be furnished and shall not be deemed filed
for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that
section, nor shall such information and Exhibits be deemed
incorporated by reference into any filing under the Securities
Act or the Securities Exchange Act of 1934, each as amended.

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 +0.57 at 24.69 with 396,831 shares trading hands.