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| April 22, 2015 | Mollie Duckworth TEL: 5123222551 FAX: 5123228362 mollie.duckworth@bakerbotts.com | |||||
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Mara L. Ransom | |
| Charlie Guidry | ||
| Robert Babula | ||
| Lisa Sellars | ||
| Re: | Tallgrass Energy GP, LP (the “Partnership”) | |
| Amendment No. 2 to Registration Statement on Form S-1 | ||
| Filed April 20, 2015 | ||
| File No. 333-202258 | ||
Ladies and Gentlemen:
This letter relates to the Partnership’s Registration Statement on Form S-1 (the “Registration Statement”), as amended through Amendment No. 2 filed on April 20, 2015. On behalf of the Partnership, we hereby submit for the Securities and Exchange Commission’s review the currently expected offering terms to be included in the Partnership’s preliminary prospectus (the “Preliminary Prospectus”) relating to the Partnership’s proposed initial public offering (the “Offering”), including the bona fide price range pursuant to Item 501(b)(3) of Regulation S-K. These pricing terms will be included in a future amendment to the Registration Statement. The provided terms are a bona fide estimate of the range of the minimum and maximum offering price and the maximum amount of securities to be offered as of April 22, 2015. Should the bona fide estimates of these terms change, the figures presented in future amendments to the Registration Statement may increase or decrease.
The Preliminary Prospectus will state that the initial offering price to the public of the Partnership’s Class A shares (the “Shares”) is expected to be between $24.00 and $27.00 per Share, with a midpoint of $25.50 per Share, based on 35,311,000 Shares offered to the public in connection with the Offering. As requested by the Securities and Exchange Commission, please find enclosed the relevant sections of the Registration Statement updated to reflect the price range and share number information.
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| U.S. Securities and Exchange Commission | - 2 - | April 22, 2015 |
The Partnership seeks confirmation from the staff of the Division of Corporation Finance that it may launch its Offering with the price range specified herein and include such price range in a future filing of the Registration Statement.
To the extent that you have any questions regarding this letter, please do not hesitate to contact me at (512) 322-2551.
| Very truly yours, |
/s/ Mollie Duckworth |
| Mollie Duckworth |
| cc: | George E. Rider, Tallgrass Energy Partners, LP |
Sarah Morgan, Vinson & Elkins, LLP