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May 13, 2013
U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mara L. Ransom | Laura L. Tyson TEL +1 512.322.2556 FAX +1 512.322.8377 laura.tyson@bakerbotts.com | |||
| Re: | Tallgrass Energy Partners, LP |
| Registration Statement on Form S-1 |
| Filed May 6, 2013 |
| File No. 333-187595 |
Ladies and Gentleman:
Set forth below is the response of Tallgrass Energy Partners, LP (the “Partnership”) to the oral comment received from the staff (the “Staff”) of the Securities and Exchange Commission on May 13, 2013 with respect to the above-captioned filing.
Oral Comment: Please provide your analysis regarding whether the referral agreement between Wells Fargo Securities, LLC and Wells Fargo Advisors, LLC should be disclosed under Item 404(a) of Regulation S-K.
Response: It recently came to our attention that Wells Fargo Securities (“WFS”) planned to pay its retail brokerage affiliate, Wells Fargo Advisors (“WFA”), a small referral fee for referring the directed unit program business to WFS. However, we have since confirmed that WFS and WFA are terminating the referral agreement. As a result, no payments will be made in connection with the referral of the directed unit program, and no payments will be made to immediate family members of executive officers of the Partnership in connection therewith. As such, there are no related party transactions that would require disclosure pursuant to Item 404(a) of Regulation S-K.
If you have any questions with respect to the foregoing responses or require further information, please contact the undersigned at (512) 322-2556.
Sincerely, | ||
By: | /s/ Laura L. Tyson | |
Laura L. Tyson | ||
| cc: | David Oelman, Vinson & Elkins L.L.P. |
| George Rider |