UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 5, 2017
Tallgrass Energy GP, LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-37365 | 47-3159268 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| 4200 W. 115th Street, Suite 350 Leawood, Kansas | 66211 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (913) 928-6060
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 7.01. | Regulation FD Disclosure. |
On June 5, 2017, Tallgrass Energy Partners, LP ("TEP") issued a press release announcing that through its subsidiary, Tallgrass Midstream, LLC, it has closed on the acquisition of DCP Midstream’s Douglas natural gas gathering system in the Powder River Basin for cash consideration of approximately $128 million, subject to potential adjustments specified in the purchase agreement. 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 June 5, 2017, TEP and Tallgrass Energy GP, LP ("TEGP") announced that the Executive Vice President and Chief Operating Officer of their respective general partners, William R. Moler, will participate on a panel discussion at the Powder River Mini-Conference hosted by Tudor, Pickering, Holt & Co. in Denver, Colorado on June 6, 2017.
TEGP, a Delaware limited partnership, is the managing member of and therefore controls Tallgrass Equity, LLC ("Tallgrass Equity"). Tallgrass Equity, in turn, controls TEP through the direct ownership of 100% of Tallgrass MLP GP, LLC ("TEP GP"), TEP’s general partner. As a result, under generally accepted accounting principles, TEGP consolidates Tallgrass Equity, TEP GP, TEP, and TEP’s subsidiaries. TEGP has no operations outside of its indirect ownership interests in TEP.
The information in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT NUMBER | DESCRIPTION | |
| 99.1 | Press release issued by Tallgrass Energy Partners, LP, dated June 5, 2017. (Furnished solely for purposes of Item 7.01 of this Form 8-K). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TALLGRASS ENERGY GP, LP | ||||
| By: | TEGP Management, LLC | |||
| its general partner | ||||
| Date: | June 5, 2017 | By: | /s/ David G. Dehaemers, Jr. | |
| David G. Dehaemers, Jr. | ||||
| President and Chief Executive Officer | ||||
EXHIBIT INDEX
EXHIBIT NUMBER | DESCRIPTION | |
| 99.1 | Press release issued by Tallgrass Energy Partners, LP, dated June 5, 2017. (Furnished solely for purposes of Item 7.01 of this Form 8-K). | |