Prior to the
acquisition of the Subject Interest (the Transaction), the
Partnership held a 25% membership interest in REX, which it
acquired in May 2016. Additionally, the Partnership manages the
daily operations of the Rockies Express Pipeline through its
wholly-owned subsidiary, Tallgrass NatGas Operator, LLC, which it
acquired in January 2017.

The Partnership
funded the cash consideration payable in connection with the
closing of the Transaction from available capacity under its
existing Credit Agreement dated as of May17, 2013 with Barclays
Bank PLC, as administrative agent, and a syndicate of lenders (as
amended, modified, supplemented or waived to the date hereof, the
Credit Agreement). After giving effect to these
borrowings, the Partnership had $1.567billion in revolving loans
outstanding under the Credit Agreement and additional borrowing
capacity of $183million as of the close of business on March31,
2017.

Tallgrass MLP GP,
LLC, a Delaware limited liability company (Tallgrass GP),
serves as the general partner of the Partnership. The Conflicts
Committee of the Board of Directors of Tallgrass 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 the Partnership,
Tallgrass Development or Tallgrass Holdco 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; and may be subject to
limitations agreed upon by the parties, including being qualified
by confidential 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 the Partnership, Tallgrass Development, Tallgrass
Holdco 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.

The information
provided above under Item 1.01 is incorporated into this Item
2.01 by reference.

1

On April3, 2017,
the Partnership issued a 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 Item 7.01 by
reference.

In addition, on
April3, 2017, managements discussion and analysis of financial
condition and results of operations for REX is being posted to
the Tallgrass Energy website. Unitholders of the Partnership,
shareholders of Tallgrass Energy GP, LP and other interested
parties are invited to view those materials under the Webcasts
Presentations section of the Partnerships investor relations page
at www.tallgrassenergy.com.

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 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.