Tallgrass Energy GP, LP
4200 W. 115th Street, Suite 350
Leawood, KS 66211-2609
Phone: 913.928.6060
August 3, 2016
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Mara L. Ransom
| Re: | Tallgrass Energy GP, LP |
| Registration Statement on Form S-3 |
| Filed June 1, 2016 |
| File No. 333-211753 |
Ladies and Gentlemen:
Set forth below are the responses of Tallgrass Energy GP, LP (the “Partnership”) to the comment contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated August 2, 2016, with respect to the above-captioned filing. “We,” “us,” “our” and similar terms refer to the Partnership (and its respective subsidiaries), as designated by the subheadings herein or as the context requires.
For your convenience, we have repeated in bold type the comment exactly as set forth in the comment letter. The Partnership’s response to the comment is set forth immediately below the text of the comment.
General
1. We note your response to our prior comment 2. Please provide us with a representation from the selling security holders that own Tallgrass Energy Holdings, LLC’s membership interests that there are no voting agreements or similar agreements between them and that they are not affiliates of one another.
Response:
In response to the Staff’s request, we have provided copies of the requested representations from EMG, Kelso and Tallgrass KC as Appendix A to this letter. As noted in your prior comment 2, the entities controlled by EMG, Kelso and Tallgrass KC own nearly 100% of the outstanding membership interests in Tallgrass Energy Holdings, LLC (“Holdings”). The two remaining selling security holders, Wylie
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Ventures, LLC and Hobbs Ventures, LLC, collectively own less than 1% of the membership interests in Holdings, are not entitled to designate any members of the board of managers of Holdings, and are not affiliated with any of the other selling security holders. Therefore we do not believe that representations from such selling security holders are relevant to the Staff’s prior comment.
Should the Staff have any questions with respect to the foregoing responses or require further information, please contact the undersigned at (913) 928-6045 or Mollie Duckworth of Baker Botts L.L.P. at (512) 322-2551.
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| Very truly yours, | ||
| TALLGRASS ENERGY GP, LP | ||
| By: | TEGP Management, LLC, its general partner | |
| By: | /s/ Gary J. Brauchle | |
| Gary J. Brauchle | ||
| Executive Vice President and Chief Financial Officer | ||
| cc: | Mollie Duckworth, Baker Botts L.L.P. |
| Christopher R. Jones, Vice President, General Counsel and Secretary |
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Appendix A
Requested Representations from EMG, Kelso and Tallgrass KC
August 3, 2016
In response to the request of the staff of the Securities and Exchange Commission, dated August 2, 2016, with respect to the Registration Statement on Form S-3 (the “Registration Statement”) filed by Tallgrass Energy GP, LP (the “Partnership”) on June 1, 2016, the undersigned Tallgrass Holdings, LLC, a Delaware limited liability company (“Tallgrass Holdings”), hereby represents, as of the date set forth above, as follows:
| 1. | Tallgrass Holdings is not party to any voting agreements or similar agreements to vote its membership interests in Tallgrass Energy Holdings, LLC with any other selling security holder named in the Registration Statement. |
| 2. | Tallgrass Holdings is not an “affiliate” (as defined in Rule 405 of the Securities Act of 1933, as amended) with any other selling security holder named in the Registration Statement. |
| TALLGRASS HOLDINGS LLC | ||
| By: | EMG Fund II Management, LP, | |
| its manager | ||
| By: | EMG Fund II Management LLC | |
| its general partner | ||
| By: | /s/ John Raymond | |
| John Raymond, Chief Executive Officer | ||
August 3, 2016
In response to the request of the staff of the Securities and Exchange Commission, dated August 2, 2016, with respect to the Registration Statement on Form S-3 (the “Registration Statement”) filed by Tallgrass Energy GP, LP (the “Partnership”) on June 1, 2016, the undersigned KIA VIII (Rubicon), L.P., a Delaware limited partnership (“KIA VIII”), and KEP VI AIV (Rubicon), LLC, a Delaware limited liability company (“KEP VI AIV” and, together with KIA VIII, the “Kelso Entities”) hereby represent, as of the date set forth above, as follows:
| 1. | The Kelso Entities are not party to any voting agreements or similar agreements to vote their respective membership interests in Tallgrass Energy Holdings, LLC with any other selling security holder named in the Registration Statement. |
| 2. | Neither of the Kelso Entities is an “affiliate” (as defined in Rule 405 of the Securities Act of 1933, as amended) with any other selling security holder named in the Registration Statement, provided, however that KIA VIII and KEP VI AIV may be deemed to be affiliates of each other. |
| KIA VIII (Rubicon), L.P. | ||
| By: | KIA VIII (Rubicon) GP, L.P., | |
| its general partner | ||
| By: | Kelso GP VIII, LLC, | |
| its general partner | ||
| By: | /s/ Frank J. Loverro | |
| Frank J. Loverro | ||
| Managing Member | ||
| KEP VI AIV (Rubicon), LLC | ||
| By: | /s/ Frank J. Loverro | |
| Frank J. Loverro | ||
| Managing Member | ||
August 3, 2016
In response to the request of the staff of the Securities and Exchange Commission, dated August 2, 2016, with respect to the Registration Statement on Form S-3 (the “Registration Statement”) filed by Tallgrass Energy GP, LP (the “Partnership”) on June 1, 2016, the undersigned Tallgrass KC, LLC, a Delaware limited liability company (“Tallgrass KC”), hereby represents, as of the date set forth above, as follows:
| 1. | Tallgrass KC is not party to any voting agreements or similar agreements to vote its membership interests in Tallgrass Energy Holdings, LLC with any other selling security holder named in the Registration Statement. |
| 2. | Tallgrass KC is not an “affiliate” (as defined in Rule 405 of the Securities Act of 1933, as amended) with any other selling security holder named in the Registration Statement. |
| TALLGRASS KC, LLC | ||
| By: | /s/ David G. Dehaemers, Jr. | |
| David G. Dehaemers, Jr. | ||
| Manager | ||