Tallgrass Energy GP, LP
4200 W. 115th Street, Suite 350
Leawood, Kansas 66211
August 8, 2016
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Mara L. Ransom
| Re: | Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (Registration Statement No. 333-211753) |
Ladies and Gentlemen:
In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-211753) (the “Registration Statement”) of Tallgrass Energy GP, LP (the “Partnership”). We respectfully request that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on August 10, 2016 or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Baker Botts L.L.P., by calling Mollie Duckworth at (512) 322-2551.
The Partnership acknowledges the following:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Partnership from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Partnership may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
U.S. Securities and Exchange Commission
Division of Corporation Finance
August 8, 2016
Page 2
| Very truly yours, | ||||
| TALLGRASS ENERGY GP, LP | ||||
| By: | TEGP Management, LLC, | |||
| its general partner | ||||
| By: | /s/ Christopher R. Jones | |||
| Christopher R. Jones | ||||
| Secretary, Vice President and General Counsel | ||||
| cc: | Mollie Duckworth, Baker Botts L.L.P. |
