S-1

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

(Address, including zip code, and telephone number, including area code, of Agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

Index to Financial Statements

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. not permitted.

This is the initial public offering of our Class A shares. We are a recently formed Delaware limited partnership that will elect to be treated as a corporation for U.S. federal income tax purposes. We expect the initial public offering price of our Class A shares to be between $ and $ per Class A share. Upon completion of this offering, we will own approximately % of the membership interests in Tallgrass Equity, LLC, which we refer to as Tallgrass Equity. Tallgrass Equity indirectly owns all of the incentive distribution rights and an approximate 1.39% general partner interest in Tallgrass Energy Partners, LP (NYSE: TEP), which we refer to as TEP. In addition, Tallgrass Equity intends to purchase TEP common units from Tallgrass Development, LP with the proceeds it receives from us together with additional debt proceeds, representing an approximate % limited partner interest in TEP. TEP is a publicly traded Delaware limited partnership that is engaged in the transportation, storage and processing of natural gas, the transportation of crude oil and the provision of water business services primarily to the oil and gas exploration and production industry.

Prior to this offering, there has been no public market for our Class A shares. We intend to apply to list our Class A shares on the New York Stock Exchange under the symbol “TEGP”. We are an “emerging growth company” as defined under the federal securities laws and, as such, will elect to comply with certain reduced public company reporting requirements.

Investing in our Class A shares involves risks. Please read “Risk Factors” beginning on page 25.

To the extent that the underwriters sell more than Class A shares in this offering, the underwriters have the option to purchase up to an additional Class A shares from us at the initial public offering price less underwriting discounts.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the Class A shares to purchasers on or about , through the book-entry facilities of The Depository Trust Company.

Index to Financial Statements

We have not, and the underwriters and their affiliates and agents have not, authorized any person to provide any information or represent anything about us other than what is contained in this prospectus. We do not, and the underwriters and their affiliates and agents do not, take any responsibility for, and can provide no assurance as to the reliability of, any information that others may provide to you. We are not, and the underwriters are not,

Index to Financial Statements

making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. Unless otherwise indicated, you should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only, regardless of the time of delivery of this prospectus or of any sale of Class A shares offered hereby. Our business, financial condition, results of operations and prospects may have changed since that date.

Unless the context otherwise requires, references in this prospectus to the following terms have the meanings set forth below:

Index to Financial Statements

The market and statistical data included in this prospectus regarding the midstream natural gas and crude oil industry, including descriptions of trends in the market and our position and the position of our competitors within the industry, is based on a variety of sources, including independent industry publications, government publications and other published independent sources, information obtained from customers, distributors, suppliers and trade and business organizations, commissioned reports and publicly available information, as well as our good faith estimates, which have been derived from management’s knowledge and experience in the industry in which we operate. Although we have not independently verified the accuracy or completeness of the third-party information included in this prospectus, based on management’s knowledge and experience, we believe that these third-party sources are reliable and that the third-party information included in this prospectus or in our estimates is accurate and complete. While we are not aware of any misstatements regarding the market, industry or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Forward-Looking Statements” and “Risk Factors” in this prospectus.

Unless the context otherwise indicates, references in this prospectus to the assets and operations of TEP are to the assets owned by TEP as of the date indicated. Since its initial public offering on May 17, 2013, TEP has acquired additional significant assets from Tallgrass Development, including the acquisition of (i) a 100% membership interest in Trailblazer Pipeline Company LLC on April 1, 2014 and (ii) a controlling 33.3% membership interest in Tallgrass Pony Express Pipeline, LLC, which we refer to as Pony Express, effective September 1, 2014. Because, prior to the Reorganization Transactions and this offering, Tallgrass Equity controlled (i) TEP through its ownership of TEP GP and (ii) Tallgrass Development through its ownership of Tallgrass Development’s general partner, each acquisition by TEP of assets from Tallgrass Development was considered a transfer of net assets between entities under common control. As such, the assets TEP acquired from Tallgrass Development were initially recorded at Tallgrass Development’s historic carrying value, which does not correlate to the total acquisition price paid by TEP. In addition, because the acquisitions of the Trailblazer Pipeline and the 33.3% membership interest in Pony Express are considered transactions between entities under common control and a change in reporting entity, the financial information presented has been recast to include the Trailblazer Pipeline and the 33.3% membership interest in Pony Express for all periods presented subsequent to November 12, 2012. Further, upon the completion of the Reorganization Transactions and this offering, after any future acquisition of assets from Tallgrass Development, TEP may be required to recast its financial statements to include the activities of such assets as of the date of common control. The consolidated financial statements included in this prospectus for periods prior to TEP’s acquisition of assets under common control have been recast using Tallgrass Development’s historical cost-basis accounts and may not necessarily be indicative of the actual results of operations that would have occurred if TEP had owned the assets during the periods reported.

References in this prospectus to the historical financial statements of Tallgrass Energy GP, LP are to the consolidated historical financial statements of TEP, the predecessor of Tallgrass Energy GP, LP, included elsewhere in this prospectus. References in this prospectus to the pro forma financial statements of Tallgrass Energy GP, LP are to the pro forma financial statements included elsewhere in this prospectus.

Prior to February 17, 2015, TEP had 16,200,000 subordinated units outstanding. On February 17, 2015, the 16,200,000 subordinated units converted into 16,200,000 common units of TEP according to the terms of TEP’s partnership agreement. Unless otherwise noted, all references in this prospectus to TEP common units include the 16,200,000 common units into which the subordinated units were converted. Additionally, on February 24, 2015, TEP announced the pricing of an underwritten public offering of 10,000,000 TEP common units that is expected to close on February 27, 2015, which we refer to as the TEP Equity Offering. Unless otherwise noted,

Index to Financial Statements

all references in this prospectus to the amount of TEP common units, TEP general partner units and related percentage interests outstanding as of February 23, 2015 or upon completion of this offering assume the completion of the TEP Equity Offering and that the underwriters do not exercise their option to purchase up to an additional 1,500,000 TEP common units in the TEP Equity Offering.

Index to Financial Statements

SUMMARY

This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the historical consolidated financial statements and pro forma condensed consolidated financial statements and the notes to those financial statements, and the other documents to which we refer for a more complete understanding of this offering. Furthermore, you should carefully read “Risk Factors” and “Forward-Looking Statements” for more information about important risks that you should consider before making a decision to purchase Class A shares in this offering. Except as otherwise indicated, the information presented in this prospectus assumes (1) an initial public offering price of $ per Class A share (the midpoint of the price range set forth on the cover page of this prospectus), (2) that the underwriters do not exercise their option to purchase additional Class A shares from us and (3) that Tallgrass Equity will use the proceeds from this offering received from us and additional debt proceeds to purchase TEP common units from Tallgrass Development upon the completion of this offering at $ per TEP common unit, which units we refer to as the Acquired TEP Units. Upon the completion of this offering, we will own a controlling % membership interest in Tallgrass Equity, and the Exchange Right Holders will collectively own a non-controlling % membership interest in Tallgrass Equity. Unless otherwise specifically noted, financial results and operating data are shown on a 100% basis and are not adjusted to reflect the Exchange Right Holders’ collective non-controlling interest in Tallgrass Equity. We include a glossary of some of the terms used in this prospectus as Appendix B.

Tallgrass Energy GP, LP

We are a recently formed Delaware limited partnership that will elect to be treated as a corporation for U.S. federal income tax purposes. Our only cash-generating assets at the closing of this offering will consist of common units in Tallgrass Equity, which we refer to as Tallgrass Equity units, representing a controlling % membership interest in Tallgrass Equity. At the closing of this offering, Tallgrass Equity will own, through its ownership of TEP GP, all of TEP’s incentive distribution rights, or IDRs, and 834,391 TEP general partner units, representing an approximate 1.39% general partner interest in TEP. Tallgrass Equity will also own directly the Acquired TEP Units, representing an approximate % of TEP’s outstanding common units. We believe TEP’s stable, fee-based cash flow and strong potential for future distribution growth will directly benefit us as a result of our interest in Tallgrass Equity.

Based on TEP’s most recent quarterly distribution of $0.4850 per common unit for the fourth quarter of 2014 on the 49,034,105 outstanding common units as of January 26, 2015 (the record date for TEP’s distribution), aggregate quarterly cash distributions to us from Tallgrass Equity would have been approximately $ million ($ million on incentive distribution rights, $ million on the Acquired TEP Units and $ million on the general partner interest).

TEP is a publicly traded limited partnership primarily engaged in the transportation, storage, and processing of natural gas, the transportation of crude oil and the provision of water business services primarily to the oil and gas exploration and production industry. TEP’s assets are principally located in the Rocky Mountains and Midwest regions, and we believe these assets are an integral part of the energy infrastructure required to transport natural gas and crude oil between producers and consumers in these areas. TEP’s business operations are conducted primarily under long-term, firm, fixed-fee arrangements with its customers. As of December 31, 2014, the market capitalization of TEP’s common units totaled approximately $2.2 billion, including units held by affiliates.

TEP’s existing business is comprised primarily of the Tallgrass Interstate Gas Transmission system, or the TIGT System, the Trailblazer Pipeline, a 33.3% membership interest in Tallgrass Pony Express Pipeline, LLC, or Pony Express, and the Casper and Douglas natural gas processing facilities and the West Frenchie Draw natural gas treating facility, or, collectively, the Midstream Facilities. The TIGT System is a FERC-regulated natural gas transportation and storage system located in Colorado, Kansas, Missouri, Nebraska and Wyoming. The

Index to Financial Statements

Trailblazer Pipeline is a FERC-regulated natural gas pipeline system extending from the Colorado and Wyoming border to Beatrice, Nebraska. Combined, the TIGT System and the Trailblazer Pipeline have approximately 73% of their transportation capacity reserved with a weighted average remaining contract life of approximately 3 years as of December 31, 2014. Pony Express owns a crude oil pipeline commencing in Guernsey, Wyoming and terminating in Cushing, Oklahoma, referred to as the Pony Express System, with 100% of its current contractible capacity secured by contracts with a weighted average remaining contract life of approximately 5 years as of December 31, 2014. Ten percent of current available design capacity on the Pony Express System is required to be available for uncommitted or “walk-up” shippers and is therefore not under contract. The Midstream Facilities include natural gas processing and treating facilities in the Wind River and Powder River basins with approximately 87% of their available processing capacity under fee-based contracts with a weighted average remaining contract life of approximately 3 years as of December 31, 2014.

TEP’s principal business strategy is to ensure the ongoing stability of its business, while increasing the quarterly cash distributions that it pays to its unitholders over time. TEP intends to pursue a combination of accretive acquisitions from Tallgrass Development and third parties and capitalize on organic expansion opportunities to increase its quarterly cash distributions. Tallgrass Development currently holds the following operating assets, which we refer to as the Development Assets: (i) an approximate 66.7% membership interest in Pony Express, (ii) a 50% interest in, and operation of, Rockies Express Pipeline LLC, or REX and (iii) a 100% interest in Tallgrass Terminals, LLC, or Terminals. Since its initial public offering, TEP has purchased the Trailblazer Pipeline and an approximate 33.3% membership interest in Pony Express from Tallgrass Development, and Tallgrass Development recently offered TEP another approximate 33.3% membership interest in Pony Express. The remaining Development Assets are of strategic interest to TEP and would complement its existing asset base by, among other things, expanding and diversifying its cash flow sources.

Importantly, REX owns an approximately 1,712-mile natural gas pipeline, which we refer to as the Rockies Express Pipeline, with approximately 1.8 Bcf/d of long-haul design capacity that transports Rocky Mountain and Appalachian Basin natural gas. We believe that REX is well-positioned to benefit from changing natural gas flows resulting from recent natural gas developments in the Marcellus and Utica shale formations. For example, REX is pursuing a conversion and upgrade of its easternmost Zone 3, which runs from an interconnect with Panhandle Eastern Pipe Line Company located in Audrain County, Missouri to delivery points in Clarington, Ohio, to become bi-directional and transport up to 1.8 Bcf/d of Appalachian Basin natural gas westward to Midwest markets. The REX conversion project is supported by firm contracts for Zone 3 transportation with weighted average remaining contract life of approximately 18 years and is pending issuance of a certificate from the FERC. REX is also evaluating an expansion of the Zone 3 bi-directional capacity, which would increase total capacity of REX’s Zone 3 conversion project to up to Bcf/d. Therefore, we believe that REX represents a significant future growth opportunity for TEP and us.

Through TEP’s existing assets and the additional Development Assets that may be offered by Tallgrass Development to TEP, we are exposed to some of the most important basins and high-consumption regions for natural gas and crude oil in the U.S., providing significant optionality for both organic growth and third-party acquisitions. TEP intends to continue pursuing accretive acquisition opportunities as a part of its growth strategy, which we believe will in turn be significantly beneficial to us. We believe that TEP’s presence in strategically important basins, experienced management team, and abundant opportunities for growth, both organically and through acquisitions, provide a strong platform for continued growth over the next several years.

Our management team operates TEP’s assets and the Development Assets. Since TEP’s initial public offering, our management team has successfully implemented a number of growth projects involving both sets of assets, including the following:

•

the construction and conversion (from natural gas to crude oil) of the Pony Express System;

•

an inlet expansion on the west end of the TIGT System;

Index to Financial Statements

•

a capacity expansion of the Douglas and Casper natural gas processing plants;

•

the construction of a freshwater transportation pipeline;

•

the construction of a lateral on the Trailblazer Pipeline;

•

the ongoing construction of an approximate 66-mile lateral on the Pony Express System;

•

the construction of the Seneca Lateral on the Rockies Express Pipeline; and

•

contracting volumes for bi-directional flow within the Rockies Express Pipeline’s easternmost Zone 3.

In addition to these growth projects, our management team has successfully executed acquisitions by TEP of BNN Water Solutions, LLC, or Water Solutions, which is TEP’s water services business, the Trailblazer Pipeline, and an approximate 33.3% membership interest in Pony Express.

These activities have resulted in TEP’s quarterly Adjusted EBITDA growing from approximately $16 million in the second quarter of 2013, TEP’s first quarter as a public company, to approximately $40 million in the fourth quarter of 2014, representing an increase of approximately 150%. During the same period, TEP’s quarterly distribution per common unit has grown from $0.2875 per unit for the second quarter of 2013 (prorated) paid on 40,500,000 common units to $0.4850 per unit for the fourth quarter of 2014 paid on 49,034,105 common units, representing an increase in distributions per common unit of approximately 69%. Throughout that same period, TEP has maintained a high and increasing percentage of fee-based cash flows.

The graph below illustrates the historical growth in TEP’s actual distributions per unit per quarter, the number of TEP common units outstanding and the aggregate distributions paid by TEP on all of its partnership interests during each of the periods presented.

Historical Growth in Quarterly TEP Cash Distributions

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(1)

The distribution paid with respect to the second quarter of 2013 was a prorated amount of the minimum quarterly distribution of $0.2875 per common unit, based upon the number of days between the closing of TEP’s initial public offering on May 17, 2013 and the end of the second quarter of 2013.

Index to Financial Statements

(2)

Represents the approximate number of TEP common units outstanding as of the record date for the distribution paid with respect to the quarter indicated. In connection with its initial public offering on May 17, 2013, TEP issued 40,500,000 limited partner units (14,600,000 to the public and 25,900,000 to Tallgrass Development). Since its initial public offering, TEP has issued an additional 8,534,105 common units, which represents an approximate 21% increase in the total number of units outstanding, not including the common units to be issued in the TEP Equity Offering.

The graph set forth below illustrates the impact on distributions from TEP to Tallgrass Equity as a result of TEP raising or lowering its quarterly cash distribution from its distribution with respect to the fourth quarter of 2014 of $0.4850 per unit, or $1.94 on an annualized basis. It is based on Tallgrass Equity’s direct and indirect ownership of TEP’s IDRs, general partner units and common units as of the closing of this offering. The IDRs entitle Tallgrass Equity to receive, without duplication, the following:

•

13% of all cash distributed in a quarter after $0.3048 has been distributed in respect of each common unit of TEP for that quarter;

•

23% of all cash distributed in a quarter after $0.3536 has been distributed in respect of each common unit of TEP for that quarter; and

•

48% of all cash distributed in a quarter after $0.4313 has been distributed in respect of each common unit of TEP for that quarter.

Based on TEP’s cash distribution for the fourth quarter of 2014, the IDRs participated at the maximum target cash distribution level of 48% for distributions paid with respect to the fourth quarter of 2014. This information is presented for illustrative purposes only and is not intended to be a prediction or forecast of future performance. Please read “Risk Factors.”

Hypothetical Annualized TEP Distributions to Tallgrass Equity

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Index to Financial Statements

limit or modify the incentive distributions that Tallgrass Equity is entitled to receive through its ownership of TEP’s incentive distribution rights without the consent of our shareholders, which may reduce cash distributions to you.” In addition, the level of cash distributions Tallgrass Equity receives is subject to risks associated with the underlying business of, and an investment in, TEP.

The graph set forth below illustrates the impact on distributions from TEP to Tallgrass Equity at various hypothetical annualized distribution levels if the total number of outstanding TEP common units increased from the number of outstanding common units as of the record date for the distribution with respect to the fourth quarter of 2014 of approximately 49 million units. The impact on Tallgrass Equity of changes in TEP’s per unit cash distribution amounts will vary depending on several factors, including the number of TEP’s outstanding partnership interests on the record date for cash distributions, the number of TEP’s outstanding partnership interests owned by Tallgrass Equity on the record date for cash distributions and the impact of the IDR structure. This information is presented for illustrative purposes only and is not intended to be a prediction or forecast of future performance. Please read “Risk Factors.”

Hypothetical Annualized TEP Distributions to Tallgrass Equity

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Note: Amounts shown in the graph above represent potential distributions by TEP to Tallgrass Equity assuming different hypothetical TEP distributions per common unit and different hypothetical amounts of TEP common units outstanding. Amounts shown assume that (i) Tallgrass Equity owns 20 million TEP common units and (ii) TEP GP owns 834,391 TEP general partner units. Amounts shown also assume that TEP GP does not exercise its right to limit or modify IDRs or obtain additional general partner units. Please read “Risk Factors—Risks Inherent in an Investment in Us—We may limit or modify the incentive distributions that Tallgrass Equity is entitled to receive through its ownership of TEP’s incentive distribution rights without the consent of our shareholders, which may reduce cash distributions to you.” In addition, the level of cash distributions Tallgrass Equity receives is subject to risks associated with the underlying business of, and an investment in, TEP.

(1)

Represents aggregate annual distribution based on the distribution of $0.4850 per unit paid with respect to the fourth quarter of 2014.

We and the Exchange Right Holders will each receive our proportionate share of the distributions received by Tallgrass Equity from TEP, after Tallgrass Equity deducts certain general, administrative and other similar expenses, our public company expenses, payments of principal and interest on Tallgrass Equity’s outstanding indebtedness, if any, taxes owed by Tallgrass Equity, and any capital contributed (or retained for future contribution) by Tallgrass Equity to TEP GP for it to maintain its existing general partner interest or attain up to a 2.0% general partner interest in TEP. We intend to pay to our Class A shareholders quarterly distributions equal to the cash Tallgrass Equity distributes to us, less income taxes and any reserves established by our general partner.

Index to Financial Statements

Our primary business objective is to increase our cash available for distribution to our Class A shareholders through the execution by TEP of its business strategy. In addition, we may facilitate TEP’s growth activities through agreeing to limit or modify the IDRs on a temporary or permanent basis to enhance TEP’s competitiveness for acquisitions and manage TEP’s overall cost of equity capital while achieving an appropriate balance between short-term and long-term accretion to TEP’s limited partners and the holders of its general partner interest and IDRs. We may also support TEP’s growth by making a loan or capital contribution to TEP with funds raised through the offering of our equity or debt securities or our potential borrowing under a future credit facility to fund an acquisition or growth capital project by TEP or providing TEP with other forms of credit support, such as guarantees related to financing a project or other types of support related to a merger or acquisition transaction.

While we, like TEP, are structured as a limited partnership, our capital structure and cash distribution policy differ materially from those of TEP. Most notably, (i) we will elect to be treated as a corporation for U.S. federal income tax purposes, (ii) neither our general partner nor the holder of our Class B shares are entitled to receive any distributions from us and (iii) our capital structure does not include incentive distribution rights. Therefore, our distributions will be allocated exclusively to our Class A shares.

We expect our cash distribution for the twelve month period ending June 30, 2016 to be $ per Class A share, which represents an average quarterly distribution of $ per Class A share during the period (though the actual distribution paid in the first quarter following this offering will be prorated as described under “—The Offering—Cash distributions”). In general, distributions on the Class A shares will be treated as distributions on corporate stock for federal income tax purposes. No Schedule K-1s will be issued with respect to the Class A shares, but instead holders of Class A shares will receive a Form 1099 from us with respect to distributions received on the Class A shares. We anticipate that available deductions will offset our taxable income for, at a minimum, each of the periods ending December 31, 2015, 2016 and 2017, and that during this period, none of the distributions paid to you should be treated as taxable dividend income under current existing federal tax regulations, but instead will be treated as a return of capital. Please read “—The Offering—Material U.S. federal income tax consequences.”

Tallgrass Energy Partners, LP

General

TEP is a publicly traded, growth-oriented Delaware limited partnership formed in 2013 to own, operate, acquire and develop midstream energy assets in North America. TEP currently provides natural gas transportation and storage services for customers in the Rocky Mountain and Midwest regions of the United States through the TIGT System and the Trailblazer Pipeline. TEP provides crude oil transportation to customers in Wyoming and the surrounding region, servicing the Bakken oil production area of North Dakota and eastern Montana through its membership interest in Pony Express, which owns the Pony Express System. TEP also provides services for customers in Wyoming at its Midstream Facilities, and TEP provides water business services to customers in Colorado and Texas through Water Solutions. TEP’s operations are strategically located in and provide services to certain key United States hydrocarbon basins, including the Denver-Julesburg, Powder River, Wind River, Permian and Hugoton-Anadarko Basins and the Niobrara, Mississippi Lime, Eagle Ford and Bakken shale formations.

TEP intends to continue to leverage its relationship with Tallgrass Development and utilize the significant experience of its management team to execute its growth strategy of acquiring midstream assets from Tallgrass Development and third parties, increasing utilization of its existing assets and expanding its systems through construction of additional assets.

Index to Financial Statements

TEP’s reportable business segments are:

•

Natural Gas Transportation & Logistics—the ownership and operation of FERC-regulated interstate natural gas pipelines and integrated natural gas storage facilities;

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Crude Oil Transportation & Logistics—the ownership and operation of a crude oil pipeline system; and

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Processing & Logistics—the ownership and operation of natural gas processing, treating and fractionation facilities as well as water business services provided primarily to the oil and gas exploration and production industry.

TEP’s Assets

TEP’s assets currently consist of the TIGT System, the Trailblazer Pipeline, the Pony Express System, the Midstream Facilities and Water Solutions, each of which is described in more detail below. The following map shows the TIGT System, the Trailblazer Pipeline, the Midstream Facilities, the Pony Express System and Water Solutions’ fresh water pipeline located in Weld County, Colorado.

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Natural Gas Transportation & Logistics Segment

Index to Financial Statements

companies and industrial users, including ethanol plants, and irrigation and grain drying operations, which depend on the TIGT System’s interconnections to their facilities to meet their demand for natural gas and a majority of whom pay FERC-approved recourse rates. For the year ended December 31, 2014, approximately 87% of the TIGT System’s transportation revenue was generated from contracts with on-system customers.

Trailblazer Pipeline. The Trailblazer Pipeline is a FERC-regulated natural gas pipeline system with approximately 436-miles of transportation pipelines that begins along the border of Wyoming and Colorado and extends to Beatrice, Nebraska with a total system design capacity of approximately 902 MMcf/d, substantially all of which is subscribed for under firm transportation contracts.

The following tables provide information regarding TEP’s Natural Gas Transportation & Logistics segment assets as of December 31, 2014 and for the years ended December 31, 2014, 2013, and 2012:

Approximate
Number of Miles

Approximate
Compression
(Horsepower)

Approximate Average Daily Throughput (MMcf/d)

Year Ended December 31,

2014

2013

2012

Transportation

5,089

196,958

955

991

1,074


	Overall Gas Storage Capacity (Bcf)		Working Gas Storage Capacity (Bcf)		Maximum Withdrawal Rate (MMcf/d)
Storage		35.1		15.1		210

Approximate
Design Capacity

Total Firm
Contracted
Capacity(1)

Approximate % of
Capacity Subscribed
under Firm
Contracts

Weighted Average
Remaining Firm
Contract Life(2)

Transportation

1,982 MMcf/d

1,439 MMcf/d

3 years

Storage

15.1 Bcf

(3)

11 Bcf

7 years

(1)

Reflects total capacity reserved under long-term firm contracts (contracts with an initial duration greater than one year), including backhaul service, as of December 31, 2014.

(2)

Weighted by contracted capacity as of December 31, 2014.

(3)

Represents working gas storage capacity.

Crude Oil Transportation & Logistics Segment

Pony Express System. TEP owns a 33.3% membership interest in Pony Express, which is consolidated by TEP for financial reporting purposes. Pony Express owns and operates the Pony Express System, an approximately 698-mile crude oil pipeline commencing in Guernsey, Wyoming, and terminating in Cushing, Oklahoma, with delivery points at the Ponca City Refinery and at Deeprock in Cushing. Upon completion of ongoing construction, the Pony Express System will also include an approximately 66-mile lateral in Northeast Colorado that will commence in Weld County, Colorado, and interconnect with the Pony Express System just east of Sterling, Colorado. The lateral in Northeast Colorado is expected to be in service sometime during the second quarter of 2015. Tallgrass Development owns the remaining 66.7% membership interest in Pony Express.

The table below sets forth certain information regarding TEP’s Crude Oil Transportation & Logistics segment as of December 31, 2014 and for the year ended December 31, 2014:


Approximate Design Capacity (bbls/d)(1)	Approximate Contractible Capacity Under Contract(2)	Weighted Average Remaining Firm Contract Life(3)	Approximate Average Daily Throughput (bbls/d)(4)
229,500	100%	5 years	85,229

Index to Financial Statements

(1)

In service capacity out of Guernsey, Wyoming as of December 31, 2014. The completion of the lateral on the Pony Express System located in Northeast Colorado will add approximately 90,500 bbls/d of design capacity and is expected to be completed in the second quarter of 2015.

(2)

TEP will always make no less than ten percent of design capacity available for uncommitted, or “walk-up”, shippers. Approximately 100% of the remaining design capacity (or available contractible capacity) is committed under contract.

(3)

Based on the average annual reservation capacity for each such contract’s remaining life.

(4)

Approximate average daily throughput for the year ended December 31, 2014 is reflective of the volumetric ramp up due to commercial in-service of the Pony Express System beginning in October 2014 and delays in the construction and expansion efforts of third-party pipelines with which Pony Express shares joint tariffs.

Processing & Logistics Segment

Midstream Facilities. TEP owns and operates natural gas processing plants in Casper and Douglas, Wyoming and a natural gas treating facility at West Frenchie Draw, Wyoming. The Casper plant also has a NGL fractionator with a capacity of approximately 3,500 barrels per day. The West Frenchie Draw treating facility extracts or reduces impurities, such as carbon dioxide and sulfur, from certain volumes of TEP’s natural gas prior to delivery to its Casper or Douglas processing plants.

The Casper and Douglas plants currently have combined processing capacity of approximately 190 MMcf/d. The natural gas processed and treated at these facilities primarily comes from the Wind River Basin and the Powder River Basin, both in central Wyoming. The Douglas and Casper plants straddle the TIGT System for inlet feed to provide residue gas delivery to the TIGT System. Gathering systems owned by third parties deliver gas into TEP’s processing facilities. NGLs produced by the Casper and Douglas plants are either sold into local markets consisting primarily of retail propane dealers and oil refiners or sold to Phillips 66 Company via its Powder River NGL pipeline.

Currently, over 96% of TEP’s existing processing capacity at its Midstream Facilities has been reserved with a weighted average contract life of three years as of December 31, 2014. The majority of TEP’s cash flow generated in this segment is fee-based due to the conversion of certain keep whole and percent of proceeds processing contracts to fee-based processing contracts during 2013 and early 2014. As of December 31, 2014, approximately 87% of TEP’s reserved capacity was subject to fee-based processing contracts, with the remaining 13% subject to percent of proceeds or keep whole processing contracts. On TEP’s fee-based processing contracts, TEP typically receives one, or a combination of, a reservation fee, an acreage or gathering system dedication, or a volumetric based processing fee. The revenue of TEP’s Processing and Logistics segment largely depends on the amount of natural gas that TEP’s customers actually deliver to TEP’s Casper and Douglas plants for processing. A significant percentage of TEP’s revenue is attributable to Phillips 66 Company. For the year ended December 31, 2014, Phillips 66 Company accounted for approximately 55% of TEP’s segment revenue in the Processing & Logistics segment and 31% of TEP’s revenues on a consolidated basis.

The table below sets forth certain information regarding TEP’s Processing & Logistics segment as of December 31, 2014 and for the years ended December 31, 2014, 2013, and 2012:


Approximate Plant Capacity (MMcf/d)(1)	Approximate Capacity Under Contract	Weighted Average Remaining Contract Life(2)	Approximate Average Inlet Volumes (MMcf/d)
			Year Ended December 31,
			2014	2013	2012
190	96%	3 years	152	133	123

(1)

The West Frenchie Draw natural gas treating facility treats natural gas before it flows into the Casper and Douglas plants and therefore does not result in additional inlet capacity.

(2)

Based on the average annual reservation capacity for each such contract’s remaining life.

Index to Financial Statements

Water Solutions. TEP also provides water business services through its approximate 80% membership interest in Water Solutions. Water Solutions owns and operates a fresh water transportation pipeline located in Weld County, Colorado that transports water primarily for use in the exploration, development, and production of oil and natural gas. It also sources treated wastewater from municipalities in Texas and recently commenced recycling flowback water and other water produced in association with the production of oil and gas for a customer in Colorado.

For additional information regarding TEP’s assets, please read “Business of Tallgrass Energy Partners, LP.”

TEP’s Strategy

TEP’s principal business objective is to increase its quarterly cash distributions over time while ensuring the ongoing stability of its business. TEP expects to achieve this objective by focusing on the following two core goals:

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Investment of Capital in Opportunities Offering Attractive Risk-Adjusted Rates of Return.

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Accretive Acquisitions from Tallgrass Development. We believe Tallgrass Development will sell its interests in the Development Assets to TEP over time for several reasons, including (a) Tallgrass Development’s obligation under the existing right of first offer in favor of TEP with respect to its remaining interest in Pony Express and its 50% interest in and operation of REX, which we refer to as the Retained Assets, and (b) Tallgrass Development’s and its affiliates’ substantial aligned economic interests in both our performance and the performance of TEP. Since its initial public offering in 2013, TEP has completed two acquisitions from Tallgrass Development with an aggregate purchase price of approximately $764 million. In addition, Tallgrass Development recently offered TEP an additional 33.3% membership interest in Pony Express. It is uncertain if or when Tallgrass Development will make additional acquisition opportunities available to TEP, however, given the significant economic interest in TEP held by Tallgrass Development and its affiliates, we believe Tallgrass Development will offer TEP the opportunity to acquire each of the Development Assets.

•

Organic Development and Increased Utilization. TEP continually evaluates economically attractive, organic expansion opportunities in existing or new areas of operation that will allow it to leverage its market position and other competitive strengths. It will continue to target expansion opportunities that are secured by long-term, fee-based, firm commitments. Since 2013, our management team has completed or is currently overseeing internal expansion projects at TEP and Tallgrass Development totaling over $2 billion of capital expenditures, including approximately (i) 90 million, collectively, on the TIGT System, the Trailblazer Pipeline and the Midstream Facilities, (ii) $1.2 billion on the Pony Express System, (iii) $700 million on the Rockies Pipeline and (iv) $60 million of Terminals. TEP’s management team believes that utilizing the existing footprint of both TEP’s assets and the Development Assets will continue to provide opportunities for organic growth projects that will generate potentially attractive returns with acceptable levels of business risk.

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Accretive Acquisition from Third-Parties. TEP plans to continue to seek third-party acquisitions of natural gas and crude oil transportation and logistics, natural gas processing and other energy assets that have characteristics and return opportunities similar to its current business lines and enable TEP to leverage its existing assets, knowledge and skill sets.

•

Financial Stability and Flexibility.

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Stable Operating Cash Flow. TEP will seek to continue to maintain and grow cash flows by increasing utilization of its existing assets in a cost effective manner by focusing on customer service. TEP’s current contract profile is primarily composed of long-term, firm, fee-based contracts. TEP intends to maintain and grow the fee-based component of its contract portfolio through contract renewal negotiations, acquisitions or other growth projects.

Index to Financial Statements

•

Conservative Capitalization and Financing Policies. TEP intends to continue to target credit metrics consistent with the profile of investment grade midstream energy companies. TEP intends to maintain a conservative and balanced capital structure which, when combined with its stable, fee-based cash flows, will afford it efficient access to the capital markets at a competitive cost of capital. TEP believes this approach will provide it the flexibility to compete for and complete accretive acquisitions and organic growth projects as they become available.

For a discussion of the possible risks that could adversely affect TEP’s strategy, please read “Risk Factors—Risks Related to TEP’s Business.”

TEP’s Competitive Strengths

We believe that TEP is well-positioned to successfully execute its strategy because of the following competitive strengths:

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Stable Cash Flows Supported by Traditional Midstream Assets. We believe that TEP’s midstream assets, along with its contract profile, give it the ability to maintain stable cash flows and provide operating visibility and flexibility.

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Strategic Infrastructure with Close Proximity to Demand Markets and Supply Sources. We believe TEP’s assets represent an important link to end-user markets in the Midwest and are well positioned to provide services to certain key United States hydrocarbon basins, including the Denver-Julesburg, Powder River, Wind River, Permian and Hugoton-Anadarko Basins and the Niobrara, Mississippi Lime, Eagle Ford and Bakken shale formations.

•

Relationship with Tallgrass Development. We believe that Tallgrass Development and its affiliates, which will hold, directly and indirectly, significant ownership interests in TEP and TEGP upon the completion of this offering, have substantial aligned economic interests in both our performance and the performance of TEP and, therefore, are motivated to promote and support the successful execution of TEP’s principal business objectives and to pursue projects that directly or indirectly enhance the value of TEP’s assets.

•

Financial Flexibility to Pursue Expansion and Acquisition Opportunities. We believe that TEP’s cash flows and access to debt and equity capital markets will provide it financial flexibility to competitively pursue acquisition and expansion opportunities.

•

Incentivized Management Team. We believe TEP’s management team is strongly incentivized to grow TEP’s business and cash flows through their indirect ownership interests in TDGP, Tallgrass Equity and us.

Our Relationship with Tallgrass Development

Following the completion of this offering, Tallgrass Development is expected to indirectly own 6,355,480 common units of TEP (assuming Tallgrass Equity purchases 20 million Acquired TEP Units from Tallgrass Development). As such, we believe Tallgrass Development is motivated to promote and support the successful execution of TEP’s principal business objectives, including the direct or indirect enhancement of the value of TEP’s assets through, for example, the right of first offer with respect to the Retained Assets held by Tallgrass Development, other acquisition opportunities and an executive team with significant industry and management expertise. Although it is uncertain if or when Tallgrass Development will make acquisition opportunities available to TEP, we believe Tallgrass Development will be incentivized to offer TEP the opportunity to acquire each of the Development Assets and other acquisition opportunities in a manner consistent with their previous offers and sale of the Trailblazer Pipeline and the approximate 33.3% membership interest in Pony Express, each of which was immediately accretive to TEP, because of the significant economic interest Tallgrass Development and its affiliates hold in TEP.

Index to Financial Statements

Risk Factors

An investment in our Class A shares involves risks. For more information about these and other risks, please read “Risk Factors.” You should consider carefully these risk factors together with all of the other information included in this prospectus before you invest in our Class A shares.

Organizational Structure

The diagram below depicts our simplified organizational structure immediately following the completion of the Reorganization Transactions and this offering (assuming the underwriters’ option to purchase additional Class A shares is not exercised and assuming the closing of the TEP Equity Offering):

LOGO

Index to Financial Statements

Reorganization Transactions

We are a Delaware limited partnership formed in February 2015. Although we were formed as a limited partnership, we will elect to be taxed as a corporation for U.S. federal income tax purposes.

Tallgrass Equity, formerly known as Tallgrass GP Holdings, LLC, is a privately held limited liability company that currently owns the general partners of Tallgrass Development and TEP. In connection with the completion of this offering, the following transactions will be effected, which will result in the revised organizational structure depicted above under “Organizational Structure”:

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Tallgrass Equity will distribute its interests in TDGP, the owner of our general partner and Tallgrass Development, to the Exchange Right Holders;

•

We will issue Class A shares for $ million in cash to the public;

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We will issue all of our Class B shares to the Exchange Right Holders;

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Tallgrass Equity will issue units representing a % membership interest in Tallgrass Equity to us in exchange for the $ million in net proceeds from the issuance of our Class A shares to the public and the limited liability company agreement of Tallgrass Equity will be amended to provide that we are the managing member of Tallgrass Equity; and

•

Tallgrass Equity will enter into a $ million revolving credit facility and borrow $ million thereunder, and will use the aggregate proceeds from these borrowings together with the net proceeds from this offering that Tallgrass Equity receives from us, to purchase TEP common units from Tallgrass Development at $ per TEP common unit. Tallgrass Equity intends to distribute the remaining proceeds, if any, to the Exchange Right Holders.

Upon completion of the Reorganization Transactions, our only cash-generating assets will be Tallgrass Equity units representing % of the membership interests in Tallgrass Equity, which will directly own (i) the Acquired TEP Units, representing approximately % of TEP’s currently outstanding common units, and (ii) all of the membership interests of TEP GP. TEP GP owns all of the IDRs and 834,391 general partner units, representing an approximate 1.39% general partner interest in TEP.

Our Class A Shares and Class B Shares

Our partnership agreement will provide for two classes of shares, Class A shares and Class B shares, representing limited partner interests in us. Only the holders of our Class A shares are entitled to participate in our distributions. Each Class A share will also be entitled to one vote on the limited matters to be voted on by our shareholders.

Class B shares are not entitled to receive distributions but will be entitled to vote on the same basis as the Class A shares. Holders of Class A shares and Class B shares will vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law. We do not intend to list Class B shares on any stock exchange. All of our Class B shares will initially be owned by the Exchange Right Holders. For a description of the rights and privileges of shareholders under our partnership agreement, including voting rights, please read “Description of Our Partnership Agreement.”

Exchange Right

Index to Financial Statements

Class A share for each Tallgrass Equity unit exchanged, which we refer to as the Exchange Right. The Exchange Right may be exercised only if, simultaneously therewith, an equal number of our Class B shares are transferred by the exercising party to us. Upon such exchange, we will cancel the Class B shares received from the exercising party.

For purposes of any transfer or exchange of Tallgrass Equity units initially owned by the Exchange Right Holders and our Class B shares, the Tallgrass Equity limited liability company agreement and our partnership agreement will contain provisions effectively linking each Tallgrass Equity unit with one of our Class B shares. Class B shares cannot be transferred without transferring an equal number of Tallgrass Equity units and vice versa.

The above mechanisms are subject to customary conversion rate adjustments for equity splits, equity dividends and reclassifications. For additional information, please read “Certain Relationships and Related Party Transactions—Limited Liability Company Agreement of Tallgrass Equity.”

Holding Company Structure

Our post-offering organizational structure will allow the Exchange Right Holders to retain a direct equity ownership in Tallgrass Equity, which is classified as a partnership for U.S. federal income tax purposes. Investors in this offering will, by contrast, hold a direct equity ownership in us in the form of Class A shares, and an indirect ownership interest in Tallgrass Equity through our ownership of Tallgrass Equity units. Although we were formed as a limited partnership, we will elect to be taxed as a corporation for U.S. federal income tax purposes.

Pursuant to our partnership agreement and the Tallgrass Equity limited liability company agreement, our capital structure and the capital structure of Tallgrass Equity will generally replicate one another and will provide for customary antidilution mechanisms in order to maintain the one-for-one exchange ratio between the Tallgrass Equity units and our Class B shares, on the one hand, and our Class A shares, on the other hand.

For additional information, please read “Organizational Structure—Holding Company Structure” and “Certain Relationships and Related Party Transactions—Limited Liability Company Agreement of Tallgrass Equity.”

Our and TEP’s Management

Our general partner’s board of directors and executive officers will manage our operations and activities. Class A shareholders are limited partners and will not participate in the management of our operations. Our general partner is liable for all of our debts and other obligations (to the extent not paid from our assets), except for indebtedness or other obligations that are made specifically non-recourse to it. Our general partner has the sole discretion to incur indebtedness or other obligations on our behalf on a non-recourse basis. Neither our general partner nor any of its affiliates will receive any management fee in connection with the management of our business.

Index to Financial Statements

TDGP is the sole owner of our general partner and has the right to appoint the entire board of directors of our general partner, including our independent directors. Unlike shareholders in a publicly traded corporation, our shareholders will not be entitled to select our general partner or elect the members of the board of directors of our general partner. All of the executive officers and certain of the directors of our general partner are also officers and/or directors of TEP GP and TDGP. For additional information regarding the election of the directors of our general partner and TEP GP, please read “Management—Election of Directors.” Upon completion of this offering, our general partner will have directors, one of which will have been appointed to the audit committee of the board of directors of our general partner and of which also serve as a director to TEP GP. Under the listing requirements of the New York Stock Exchange, or NYSE, the board of directors of our general partner will be required to have an audit committee consisting of at least three independent directors meeting the NYSE’s independence standards within one year following the date our Class A shares are listed for trading on the NYSE.

In order to maintain operational flexibility, TEP’s operations are conducted through, and TEP’s operating assets are owned by, operating subsidiaries. However, neither TEP nor any of its operating subsidiaries have any employees; all of the employees that conduct TEP’s business are employed by Tallgrass Management, LLC, or Tallgrass Management. Similarly, we and Tallgrass Equity do not have employees; all of the employees that conduct our and Tallgrass Equity’s businesses, respectively, are employed by Tallgrass Management.

Tallgrass Equity will reimburse Tallgrass Management and its affiliates for all expenses it incurs and payments it makes (i) on our behalf, (ii) on behalf of our general partner, or (iii) for any other purposes related to our business and activities or those of our general partner, pursuant to an omnibus agreement, including the costs of employee and director compensation and benefits as well as the cost of the provision of certain corporate, general and administrative services, in each case, to the extent properly allocable to us. Any direct expenses associated with being a separate publicly traded entity will be borne by Tallgrass Equity. Neither our partnership agreement nor our omnibus agreement will limit the amount of expenses for which our general partner, Tallgrass Management and their respective affiliates may be reimbursed by Tallgrass Equity. All reimbursements to our general partner, Tallgrass Management and their respective affiliates by Tallgrass Equity will proportionately reduce cash distributions by Tallgrass Equity to its members, which in turn will reduce the amount of cash we distribute to our shareholders.

Principal Executive Offices

Our principal executive offices are located at 4200 W. 115th Street, Suite 350, Leawood, Kansas 66211, and our phone number is (913) 928-6060. Our website address will be located at www.tallgrassenergy.com, and the portion of the website applicable to our business will be activated at the completion of this offering. We expect to make our periodic reports and other information filed or furnished to the Securities and Exchange Commission, which we refer to as the SEC, available, free of charge, on our website. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute part of this prospectus.

Summary of Conflicts of Interest and Duties

Our general partner has a duty to manage us in a manner it believes is in the best interests of our partnership and our shareholders. However, the officers and directors of our general partner also have a duty to manage the business of our general partner in a manner they believe is in the best interests of its owner, TDGP. As a result of this relationship, conflicts of interest may arise in the future between us and our shareholders, on the one hand, and our general partner and its affiliates, including TDGP, on the other hand. For example, our general partner will be entitled to make determinations that affect the amount of cash distributions we make to our Class A shareholders. For a more detailed description of the conflicts of interest and duties of our general partner, please read “Risk Factors—Risks Related to Conflicts of Interest” and “Conflicts of Interest and Fiduciary Duties.”

Index to Financial Statements

We anticipate that all of the officers and a majority of the directors of our general partner will also be officers or directors of TEP GP and, as a result, have separate contractual duties that govern their management of TEP’s business. Consequently, these officers and directors may encounter situations in which their obligations to us, on the one hand, and TEP, on the other hand, are in conflict. The resolution of these conflicts may not always be in our best interest or that of our shareholders. In addition, our general partner’s officers who also serve as officers of TEP GP may face conflicts in allocating their time spent on our behalf and on behalf of TEP. These time allocations may adversely affect our or TEP’s results of operations, cash flows, and financial condition. It is unlikely that these allocations will be the result of arms-length negotiations between our general partner and TEP GP.

Delaware law provides that Delaware limited partnerships may, in their partnership agreements, expand, restrict or eliminate the fiduciary duties owed by the general partner to limited partners and the partnership. Pursuant to these provisions, our partnership agreement will contain various provisions that eliminate and replace the fiduciary duties that would otherwise be owed by our general partner with contractual standards governing the duties of our general partner and the methods of resolving conflicts of interest. The effect of these provisions is to restrict the remedies available to our shareholders for actions taken by our general partner that might otherwise constitute breaches of its fiduciary duties. Our partnership agreement will also provide that affiliates of our general partner, including TDGP and its affiliates, are not restricted from competing with us, and neither our general partner nor its affiliates have any obligation to present business opportunities to us. By purchasing a Class A share, the purchaser agrees to be bound by the terms of our partnership agreement, and each Class A shareholder is treated as having consented to various actions and potential conflicts of interest contemplated in our partnership agreement that might otherwise be considered a breach of fiduciary or other duties under Delaware law. Please read “Conflicts of Interest and Fiduciary Duties—Fiduciary Duties of Our General Partner” for a description of the fiduciary duties imposed on our general partner by Delaware law, the replacement of those duties with contractual standards under our partnership agreement and certain legal rights and remedies available to holders of our Class A shares. For a description of our other relationships with our affiliates, please read “Certain Relationships and Related Party Transactions.”

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other regulatory requirements for up to five years that are otherwise applicable generally to public companies. These provisions include:

•

a requirement to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis;

•

exemption from the auditor attestation requirement on the effectiveness of our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act;

•

exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; and

•

reduced disclosure about executive compensation arrangements in our periodic reports.

We have elected to take advantage of certain applicable JOBS Act provisions. Accordingly, the information that we provide you may be different than what you may receive from other public companies in which you hold equity interests.

Index to Financial Statements

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period for complying with new or revised accounting standards.

We will cease to be an emerging growth company prior to the last day of the fiscal year following the fifth anniversary of this offering if we (i) have more than $1.0 billion in annual revenues, (ii) issue more than $1.0 billion of non-convertible debt over a three-year period or (iii) qualify as a “large accelerated filer” under the SEC rules, which requires, among other things, that we have more than $700 million in market value of our limited partner interests held by non-affiliates on the last business day of the most recently completed second fiscal quarter and have been subject to the reporting requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 for at least 12 calendar months.

Index to Financial Statements

The Offering

Class A shares offered to the public

Class A shares

We may issue up to additional Class A shares if the underwriters exercise their option to purchase additional Class A shares in full.

Class A shares outstanding after this offering

Class A shares (or Class A shares if the underwriters exercise their option to purchase additional Class A shares in full).

If all outstanding Class B shares and Tallgrass Equity units held by the Exchange Right Holders were exchanged for newly issued Class A shares on a one-for-one basis, Class A shares would be outstanding (regardless of whether the underwriters’ option to purchase additional Class A shares is exercised).

Class B shares outstanding after this offering

Class B shares (or Class B shares if the underwriters exercise their option to purchase additional Class A shares from us in full) or one Class B share for each Tallgrass Equity unit held by the Exchange Right Holders immediately following this offering. Class B shares vote as a class with Class A shares, but have no right to receive distributions. When a Tallgrass Equity unit currently held by an Exchange Right Holder is exchanged for a Class A share, a Class B share will be cancelled.

Voting power of Class A shares immediately after giving effect to this offering

% (or 100% if all outstanding Tallgrass Equity units held by the Exchange Right Holders were exchanged, along with a corresponding number of Class B shares, for newly-issued Class A shares on a one-for-one basis).

% if the underwriters exercise in full their option to purchase additional Class A shares from us (or 100% if all outstanding Tallgrass Equity units held by the Exchange Right Holders were exchanged, along with a corresponding number of Class B shares, for newly-issued Class A shares on a one-for-one basis).

Voting power of Class B shares immediately after giving effect to this offering

% (or 0% if all outstanding Tallgrass Equity units held by the Exchange Right Holders were exchanged, along with a corresponding number of Class B shares, for newly-issued Class A shares on a one-for-one basis).

% if the underwriters exercise in full their option to purchase additional Class A shares from us (or 0% if all outstanding Tallgrass Equity units held by the Exchange Right Holders were exchanged, along with a corresponding number of Class B shares, for newly-issued Class A shares on a one-for-one basis).

Index to Financial Statements

Use of proceeds

We expect to receive approximately $ million of net proceeds from the sale of the Class A shares (or approximately $ million if the underwriters exercise their option to purchase additional Class A shares in full), based upon the assumed initial public offering price of $ per Class A share (the midpoint of the price range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions.

We will contribute the net proceeds of this offering to Tallgrass Equity in exchange for Tallgrass Equity’s issuance to us of Tallgrass Equity units.

At the closing of this offering, Tallgrass Equity intends to enter into a new $ million revolving credit facility, as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources Overview,” and to borrow approximately $ million, the proceeds of which will be used, together with the net proceeds from this offering that Tallgrass Equity receives from us, to purchase TEP common units from Tallgrass Development at $ per TEP common unit. Tallgrass Equity intends to distribute the remaining proceeds, if any, to the Exchange Right Holders.

If the underwriters exercise their option to purchase additional Class A shares, we intend to use the proceeds from the sale of such shares to purchase a corresponding number of Tallgrass Equity units from the Exchange Right Holders (which would equal additional Tallgrass Equity units if the underwriters exercise their option to purchase additional Class A shares in full). In this case, an equivalent number of Class B shares will be cancelled. After the application of the net proceeds from this offering, we will own a % membership interest in Tallgrass Equity (or a % membership interest if the underwriters’ option to purchase additional Class A shares is exercised in full). Please read “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters—Ownership of General Partner Entities.”

A $1.00 increase or decrease in the assumed initial public offering price of $ per Class A share would cause the net proceeds from the offering, after deducting underwriting discounts and commissions, to increase or decrease, respectively, by approximately $ million.

Cash distributions

For the twelve month period ending June 30, 2016, we expect to pay cash distributions of $ per Class A share, which represents an average quarterly distribution of $ per Class A share during the period. Our ability to pay cash distributions at this initial rate is subject to various restrictions and other factors described in more detail under the caption “Our Cash Distribution Policy and Restrictions on Distributions.”

Index to Financial Statements

Any cash distribution that we pay for the first quarter that we are a publicly traded company will be prorated to our Class A shareholders. This cash distribution, if any, will be paid for the period beginning on the closing date of this offering and ending on the last day of that fiscal quarter. We expect to pay this cash distribution on or about , 2015. Any distributions received by Tallgrass Equity from TEP and TEP GP related to periods prior to the closing of this offering will be paid to Tallgrass Development and the Exchange Right Holders, respectively.

Our pro forma available cash for the year ended December 31, 2014 would have been approximately $ million. This amount would not have been sufficient for us to pay our estimated aggregate distribution of $ million on all of our Class A shares for such period.

We believe that we will have sufficient available cash to pay the estimated aggregate distribution for the twelve month period ending June 30, 2016. Please read “Our Cash Distribution Policy and Restrictions on Distributions.”

Issuance of additional securities

Our partnership agreement will authorize us to issue an unlimited number of additional Class A shares and other equity securities without the approval of our shareholders. Please read “Description of Our Partnership Agreement—Issuance of Additional Securities.”

Limited voting rights

Our general partner will manage and operate us. You will have only limited voting rights on matters affecting our business. Holders of our Class A shares and Class B shares vote together as a single class on all matters presented to our shareholders for their vote or approval, except as otherwise required by applicable law or our partnership agreement.

You will have no right to elect our general partner or its directors on an annual or other continuing basis. Our general partner may not be removed except by a vote of the holders of at least 66 2/3% of our outstanding shares, including any shares owned by our general partner, the Exchange Right Holders and their respective affiliates. Following the completion of this offering, the Exchange Right Holders will own an aggregate of approximately % of our shares, or % of our shares if the underwriters exercise their option to purchase additional Class A shares in full. This will give the Exchange Right Holders the ability to prevent the involuntary removal of our general partner. Please read “Description of Our Partnership Agreement—Limited Voting Rights.”

Limited call right

If at any time our general partner and its affiliates own more than 80% of our outstanding shares, our general partner will have the right, but not the obligation, to purchase all, but not less than all, of the remaining Class A shares at a price not less than the then current market price of the Class A shares as calculated in accordance with our partnership agreement.

Index to Financial Statements

Exchange Right

The Exchange Right Holders and any permitted transferees of their Tallgrass Equity units will each have the right to exchange all or a portion of their Tallgrass Equity units into Class A shares at an exchange ratio of one Class A share for each Tallgrass Equity unit exchanged, which we refer to as the Exchange Right. The Exchange Right may be exercised only if, simultaneously therewith, an equal number of our Class B shares are transferred by the exercising party to us. Upon such exchange, we will cancel the Class B shares received from the exercising party.

Directed share program

At our request, the underwriters have reserved for sale, at the initial public offering price, up to % of the Class A shares offered by this prospectus for sale to some of the directors, officers, employees, business associates and related persons of our general partner, TDGP and their respective affiliates. If these persons purchase reserved Class A shares, the purchased Class A shares will be subject to the lock-up restrictions described in “Underwriting” and the purchased Class A Shares will reduce the number of Class A shares available for sale to the general public. Any reserved Class A shares that are not so purchased will be offered by the underwriters to the general public on the same terms as the other Class A shares offered by this prospectus. Please read “Underwriting.”

Material U.S. federal income tax consequences

Although we were formed as a limited partnership, we will elect to be taxed as a corporation for U.S. federal income tax purposes. Under current law, our federal taxable income will be subject to a U.S. federal income tax at rates of up to 35% (and a 20% alternative minimum tax on our alternative minimum taxable income in certain cases), and we may be liable for state income taxes at varying rates in states in which TEP operates. Distributions on the Class A shares will be treated as distributions on corporate stock for federal income tax purposes. No Schedule K-1s will be issued with respect to the Class A shares, but instead holders of Class A shares will receive a Form 1099 from us with respect to distributions received on the Class A shares. Like distributions on corporate stock, our distributions will only be treated as dividends to the extent of our current or accumulated earnings and profits (as computed for federal income tax purposes).

We anticipate that available deductions will offset our taxable income for, at a minimum, each of the periods ending December 31, 2015, 2016 and 2017, and that during these periods, none of the distributions paid to you should be treated as taxable dividend income under current existing federal tax regulations, but instead will be treated as a return of capital. Distributions not treated as taxable

Index to Financial Statements

dividends will reduce your tax basis in your Class A shares, or will be taxable as capital gain to the extent they exceed your tax basis in your Class A shares.

In addition, as the Exchange Right Holders exchange their retained interests in Tallgrass Equity and Class B shares in us into our Class A shares in the future, we expect to benefit from additional tax deductions resulting from those exchanges, the amount of which will vary depending on the value of the Class A shares at the time of the exchange. For additional information relating to our exchangeable structure, please read “Organizational Structure.”

Agreement to be bound by the partnership agreement

By purchasing a Class A share, you will be deemed to have agreed to be bound by all the terms of our partnership agreement.

Listing and trading symbol

We intend to apply to list our Class A shares on the New York Stock Exchange under the symbol “TEGP.”

Index to Financial Statements

Summary Historical Financial Data

The following table shows the summary historical financial and operating data of our predecessor, TEP, in each case for the periods and as of the dates indicated. In connection with TEP’s initial public offering on May 17, 2013, Tallgrass Development contributed to TEP its equity interests in the combined results of operations of Tallgrass Interstate Gas Transmission, LLC and Tallgrass Midstream, LLC, which TEP refers to collectively as TEP’s Predecessor. The term “TEP Pre-Predecessor” refers to the combined results of operations of TEP’s Predecessor prior to November 13, 2012, the date Kinder Morgan Energy Partners, LP sold those assets, among others, to Tallgrass Development. The summary historical statements of operations and cash flow data for the years ended December 31, 2014 and 2013, the period from November 13, 2012 to December 31, 2012, the period from January 1, 2012 to November 12, 2012 and the balance sheet data as of December 31, 2014 and 2013 are derived from the audited financial statements included elsewhere in this prospectus.

We were formed in February 2015 and, therefore, do not have historical financial statements. Upon completion of the Reorganization Transactions and this offering, we will own an approximate % of Tallgrass Equity, which will directly own TEP common units and indirectly own TEP’s IDRs and an approximate 1.39% general partner interest in TEP. Upon the completion of the Reorganization Transactions and this offering, our cash flows will consist of distributions from Tallgrass Equity on the membership interests we own in it. Because we have a controlling interest in Tallgrass Equity that owns TEP GP and TEP common units, we will reflect our ownership interest in Tallgrass Equity on a consolidated basis, which means that our financial results will be consolidated with those of Tallgrass Equity, TEP and TEP GP.

We derived the data in the following table from, and it should be read together with and is qualified in its entirety by reference to, the historical financial statements referenced above. The table should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The unaudited pro forma financial statements of TEGP as of and for the year ended December 31, 2014, are derived from the historical audited financial statements of TEP and are qualified in their entirety by reference to such historical financial statements and related notes contained therein. These pro forma financial statements have been prepared to reflect the Reorganization Transactions.


	Pro Forma for TEGP		Consolidated Historical for TEP								TEP Pre- Predecessor
	Year Ended December 31, 2014		Year Ended December 31, 2014		Year Ended December 31, 2013			Period from November 13 to December 31, 2012			Period from January 1 to November 12, 2012
	(in thousands, except per unit amounts)
Statement of operations data:
Revenue	$	371,556	$	371,556	$	290,526		$	38,572		$	220,292
Operating income		53,413		53,413		33,999			69			50,113
Net income (loss)		51,836		59,329		7,624			(2,618	)		51,496
Net income (loss) attributable to partners		4,840		70,681		9,747			(2,366	)		51,496
Net income per limited partner unit - basic			$	1.39	$	0.17	(1)		N/A			N/A
Net income per limited partner unit - diluted			$	1.36	$	0.17	(1)		N/A			N/A
Pro forma net income per Class A share - basic(2)	$			N/A		N/A			N/A			N/A
Pro forma net income per Class A share - diluted(2)	$			N/A		N/A			N/A			N/A

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	Pro Forma for TEGP		Consolidated Historical for TEP
	Year Ended December 31, 2014		Year Ended December 31, 2014		Year Ended December 31, 2013
	(in thousands, except per unit amounts)
Balance sheet data (at end of period):
Property, plant and equipment, net	$	1,853,081	$	1,853,081	$	1,116,806
Total assets		2,458,672		2,457,197		1,631,413
Long-term debt		709,000		559,000		135,000
Other:
Distributions declared per common unit			$	1.6000	$	0.7547

(1)

The net income allocated to the limited partners was based upon the number of days between the closing of TEP’s initial public offering on May 17, 2013 to December 31, 2013.

(2)

Pro forma net income per unit is determined by dividing the pro forma net income that would have been allocated, in accordance with the net income and loss allocation provisions of the partnership agreement, to the Class A shareholders, by the number of Class A shares expected to be outstanding at the completion of this offering. For purposes of this calculation we assumed that the number of Class A shares outstanding was . All units were assumed to have been outstanding since January 1, 2014. Basic and diluted pro forma net income per unit are equivalent as there are no dilutive shares at the date of closing of the Offering.

Index to Financial Statements

You should consider carefully the following risk factors, together with all of the other information included in this prospectus, in your evaluation of an investment in our Class A shares. Realization of any of the following risks could have a material adverse effect on our business, financial condition, cash flows and results of operations. In that case, we might not be able to pay or sustain our estimated annualized initial quarterly distribution on our Class A shares, the trading price of our Class A shares could decline and you could lose all or part of your investment.

Our only cash-generating assets are our interests in Tallgrass Equity and therefore our cash flow will be entirely dependent upon the ability of TEP to make cash distributions to Tallgrass Equity, and the ability of Tallgrass Equity to make cash distributions to us.

We currently anticipate that the only source of our earnings and cash flow will be cash distributions from Tallgrass Equity, which will consist exclusively of cash distributions from TEP. The amount of cash that TEP will be able to distribute to its partners, including Tallgrass Equity, each quarter principally depends upon the amount of cash it generates from its business. For a description of certain factors that can cause fluctuations in the amount of cash that TEP generates from its business, please read “—Risks Related to TEP’s Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” TEP may not have sufficient available cash each quarter to continue paying distributions at its current level or at all. If TEP reduces its per unit distribution, either because of reduced operating cash flow, higher expenses, capital requirements or otherwise, we will have less cash available for distribution to you and would likely be required to reduce our per share distribution to you. You should also be aware that the amount of cash TEP has available for distribution depends primarily upon TEP’s distributable cash flow, including cash flow from the release of financial reserves as well as borrowings, not profitability, which will be affected by non-cash items. As a result, TEP may make cash distributions during periods when it records losses and may not make cash distributions during periods when it records profits.

Furthermore, Tallgrass Equity’s ability to distribute cash to us and our ability to distribute cash received from Tallgrass Equity to our Class A shareholders is limited by a number of factors, including:

A material increase in amounts paid or reserved with respect to any of these factors could restrict our ability to pay quarterly distributions to our Class A shareholders.

Index to Financial Statements

We believe that we will have sufficient available cash to pay the estimated cash distribution on all of our Class A shares for the twelve month period ending June 30, 2016. For additional information, please read “Our Cash Distribution Policy and Restrictions on Distributions.” However, we can provide no assurance that we will be able to pay distributions at or above our estimated cash distribution for the twelve month period ending June 30, 2016 of $ per Class A share, which represents an average quarterly distribution of $ per Class A share, or at all. The actual amount of cash that is available for distribution to our Class A shareholders will depend on numerous other factors, many of which are beyond our control or the control of our general partner.

The assumptions underlying the estimated minimum cash available for distribution that we include in “Our Cash Distribution Policy and Restrictions on Distributions” are inherently uncertain and are subject to significant business, economic, financial, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those forecasted.

The estimated minimum cash available for distribution set forth in “Our Cash Distribution Policy and Restrictions on Distributions” includes TEP’s estimated results of operations, Adjusted EBITDA and cash available for distribution for the twelve month period ending June 30, 2016 that will be necessary in order for us to pay the estimated aggregate cash distribution on all of our Class A shares during the period. We estimate that TEP’s estimated minimum cash available for distribution for the twelve month period ending June 30, 2016 will be approximately $202.2 million, as compared to approximately $ million for the year ended December 31, 2014 on a pro forma basis. The prospective financial information has been prepared by management, and we have not received an opinion or report on it from our or any other independent auditor. The assumptions underlying the estimates are inherently uncertain and are subject to significant business, economic, financial, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those forecasted. We expect that any significant variances between our actual and estimated cash available for distribution will primarily be driven by the distribution per TEP common unit, which will vary based on TEP’s cash available for distribution, and the number of TEP common units outstanding. We expect that any significant variances between TEP’s actual cash available for distribution during the twelve-month period ending June 30, 2016 and estimated cash available for distribution will be primarily driven by differences between (i) actual and estimated in-service dates for the Pony Express expansion to accommodate approximately 30,000 additional bbls/d of crude oil volumes, (ii) actual and estimated walk-up volumes on the Pony Express System and (iii) actual and estimated average inlet volumes at our Midstream Facilities. If we do not achieve the estimated results, we may not be able to pay the full estimated cash distribution for the twelve month period ending June 30, 2016 or any amount on our Class A shares during such period, in which event the market price of our Class A shares may decline materially.

We may limit or modify the incentive distributions that Tallgrass Equity is entitled to receive through its ownership of TEP’s incentive distribution rights without the consent of our shareholders, which may reduce cash distributions to you.

We own a % membership interest in Tallgrass Equity, which, through its ownership of all the membership interests in TEP GP, is entitled to receive increasing percentages (up to a maximum of 48%, to the extent not modified) of any cash distributed by TEP in excess of $0.3048 per TEP common unit in any quarter. The majority of the cash flow we receive from Tallgrass Equity is expected to be derived from its ownership of these IDRs. For the twelve month period ending June 30, 2016, we expect that approximately % of the cash that we receive from Tallgrass Equity will be attributable to Tallgrass Equity’s ownership of the IDRs. Please read “Our Cash Distribution Policy and Restrictions on Distributions.”

TEP, like other publicly traded partnerships, generally targets acquisitions or expansion capital projects that, after giving effect to related costs and expenses, would be expected to be accretive, meaning it would increase cash distributions per unit in future periods. Because Tallgrass Equity, through its ownership of TEP GP, currently participates in the IDRs at all levels, including the highest sharing level of 48%, it is harder for an

Index to Financial Statements

acquisition or capital project to show accretion for the common unitholders of TEP than if the IDRs received less incremental cash flow. We therefore expect that our general partner may cause TEP’s general partner to modify or reduce the IDRs to facilitate a particular acquisition or expansion capital project. Any such reduction or modification of IDRs will reduce the amount of cash that would have otherwise been distributed by Tallgrass Equity to us, which will in turn reduce the cash distributions we would otherwise be able to pay to you. Please read “Our Cash Distribution Policy and Restrictions on Distributions—General—The IDRs that Tallgrass Equity Indirectly Owns May Be Limited or Modified Without Your Consent.” Our shareholders will not be able to vote on or otherwise prohibit TEP’s general partner from modifying the TEP IDRs, and our general partner may cause TEP’s general partner to reduce or modify the IDRs without considering the interests of the holders of our Class A shares. In addition, there can be no guarantee that the expected benefits of any IDR reduction or modification will be realized.

A reduction in TEP’s distributions will disproportionately affect the amount of cash distributions to which Tallgrass Equity is currently entitled.

Tallgrass Equity’s indirect ownership of TEP’s IDRs entitle it to receive increasing percentages, ranging from 13% up to 48%, to the extent not reduced or modified, of all cash distributed by TEP in excess of $0.3048 per TEP common unit per quarter. A decrease in the amount of distributions paid by TEP to less than $0.4313 per TEP common unit per quarter would reduce Tallgrass Equity’s percentage of incremental cash distributions in excess of $0.3048 per TEP common unit per quarter from 48% to as low as 13%. A decrease in the amount of distributions paid by TEP to less than $0.3048 per TEP common unit per quarter would result in Tallgrass Equity not receiving any incremental cash distributions with respect to the IDRs for such quarter. As a result, any such reduction in quarterly cash distributions from TEP would have the effect of disproportionately reducing the amount of distributions that Tallgrass Equity receives from TEP in respect of the IDRs as compared to cash distributions TEP makes with respect to its common units and general partner interest.

Our distributions to our Class A shareholders will not be cumulative. Consequently, if distributions on our Class A shares are not paid with respect to any fiscal quarter, including the estimated cash distribution for the twelve month period ending June 30, 2016, our Class A shareholders will not be entitled to receive that quarter’s payments in the future.

The amount of cash that we and TEP distribute each quarter may limit our ability to grow.

Because we distribute all of our available cash, our growth may not be as fast as the growth of businesses that reinvest their available cash to expand ongoing operations. In fact, because our cash flow will initially be generated solely from distributions we receive from Tallgrass Equity, which are derived from Tallgrass Equity’s direct and indirect partnership interests in TEP, our growth is expected to initially be completely dependent upon TEP. The amount of distributions received by Tallgrass Equity is based on TEP’s per unit distribution paid on each TEP unit, the number of TEP units outstanding, and the number of TEP units owned by Tallgrass Equity. Please read “Tallgrass Energy Partners, LP’s Cash Distribution Policy.” If we issue additional Class A shares, Tallgrass Equity incurs additional debt, we incur debt or we or Tallgrass Equity are required to pay taxes, the payment of distributions on those additional Class A shares or interest on that debt or payment of such taxes could increase the risk that we will be unable to maintain or increase our cash distribution levels.

Our rate of growth will be reduced to the extent we purchase additional equity interests from TEP, which will reduce the percentage of our cash flow that we receive from the IDRs.

Our business strategy includes, where appropriate, supporting the growth of TEP through the use of our capital resources, including by purchasing TEP common units or lending funds to TEP to finance acquisitions or internal growth projects. To the extent we purchase common units or securities not entitled to a current

Index to Financial Statements

distribution from TEP, the rate of our distribution growth will be reduced, at least in the short term, because a smaller percentage of our cash distributions would come from our ownership of the IDRs, which increase at a faster rate than TEP’s common units and any similar equity interests TEP may issue in the future.

Restrictions in Tallgrass Equity’s and TEP’s respective revolving credit facilities could limit Tallgrass Equity’s ability to make distributions to us, thereby limiting our ability to make distributions to our Class A shareholders. Any credit facility we enter into in the future could pose similar restrictions that would further limit our ability to make distributions.

Tallgrass Equity’s and TEP’s respective revolving credit facilities contain various operating and financial restrictions and covenants. Tallgrass Equity’s and TEP’s respective ability to comply with these restrictions and covenants may be affected by events beyond their control, including prevailing economic, financial and industry conditions. If Tallgrass Equity or TEP is unable to comply with these restrictions and covenants, any indebtedness under these revolving credit facilities may become immediately due and payable and Tallgrass Equity’s and TEP’s respective lenders’ commitment to make further loans under these revolving credit facilities may terminate. Tallgrass Equity or TEP might not have, or be able to obtain, sufficient funds to make these accelerated payments.

Tallgrass Equity’s payment of principal and interest on indebtedness will reduce its cash distributions to us, thereby reducing our cash available for distribution on our Class A shares. Tallgrass Equity’s revolving credit facility will limit our ability to pay distributions to our Class A shareholders during an event of default or if an event of default would result from the distribution.

We or TEP GP may enter into a credit facility in the future that would impose similar restrictions to those discussed above. In addition, our or TEP GP’s payment of principal and interest on any indebtedness would reduce our cash available for distribution to our Class A shares.

For more information regarding Tallgrass Equity’s revolving credit facility, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources Overview.” For more information regarding TEP’s revolving credit facility, please see “—Risks Related to TEP’s Business—Restrictions in TEP’s revolving credit facility could adversely affect its business, financial condition, results of operations and ability to make quarterly cash distributions to its unitholders.”

Substantially all of Tallgrass Equity’s assets, whether held directly or indirectly, including TEP’s IDRs, the TEP common units and TEP’s general partner interest, will be pledged under Tallgrass Equity’s revolving credit facility.

Substantially all of Tallgrass Equity’s assets, including its indirect ownership of TEP’s IDRs, its direct ownership of the Acquired TEP Units and its indirect ownership of TEP’s general partner interest, will be pledged as security under Tallgrass Equity’s revolving credit facility. Tallgrass Equity’s revolving credit facility will contain customary and other events of default. Upon an event of default, the lenders under Tallgrass Equity’s revolving credit facility could foreclose on Tallgrass Equity’s assets, including the IDRs in TEP, the Acquired TEP Units, and the general partner interest in TEP, which are the only assets from which our cash flows are derived. This would have a material adverse effect on our business, financial condition and results of operations.

Our shareholders will not vote in the election of our general partner’s directors. Upon completion of this offering, the Exchange Right Holders will own a sufficient number of shares to allow them to prevent the removal of our general partner.

Our shareholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management’s decisions regarding our business. The board of directors of our general partner, including our independent directors, will be designated and elected by TDGP or its designees. Our shareholders will not have the ability to elect our general partner or the members of the board of directors of our general partner.

Index to Financial Statements

In addition, if our Class A shareholders are dissatisfied with the performance of our general partner, they will have little ability to remove our general partner. Our general partner may not be removed except by vote of the holders of at least 66 2/3% of our outstanding shares, voting together as a single class. At the completion of this offering and assuming no exercise of the underwriters’ option to purchase additional Class A shares, the Exchange Right Holders will own % of our outstanding shares. This ownership level will enable the Exchange Right Holders to prevent our general partner’s removal. Please read “Description of Our Partnership Agreement—Withdrawal or Removal of the General Partner.”

As a result of these provisions, the price at which our shares will trade may be lower because of the absence or reduction of a takeover premium in the trading price.

If TEP’s unitholders remove TEP GP, TEP GP may be required to sell or exchange its IDRs and general partner interest and TEP GP would lose the ability to manage and control TEP.

TEP’s partnership agreement gives unitholders of TEP the right to remove TEP GP upon the affirmative vote of holders of 66 2/3% of TEP’s outstanding units. If TEP GP withdraws as general partner in compliance with TEP’s partnership agreement or is removed as general partner of TEP where cause (as defined in TEP’s partnership agreement) does not exist and a successor general partner is elected in accordance with TEP’s partnership agreement, TEP GP could elect to receive cash in exchange for its IDRs and general partner interest. If TEP GP withdraws in circumstances other than those described in the preceding sentence and a successor general partner is elected in accordance with TEP’s partnership agreement, the successor general partner will have the option to purchase the IDRs and general partner interest for their fair market value. If TEP GP or the successor general partner do not exercise their options, TEP GP’s interests would be converted into common units based on an independent valuation. In each case, TEP GP would also lose its ability to manage TEP. Please read “Material Provisions of the Partnership Agreement of Tallgrass Energy Partners, LP.”

In addition, if TEP GP is removed as general partner of TEP, we would face an increased risk of being deemed an investment company. Please read “—If in the future we cease to manage and control TEP, we may be deemed to be an investment company under the Investment Company Act of 1940.”

You will experience immediate and substantial dilution of $ per Class A share in the net tangible book value of your Class A shares.

The initial public offering price of our Class A shares is substantially higher than the pro forma net tangible book value per share immediately after the offering. Net tangible book value excludes a deferred tax asset of $ . Including the deferred tax asset, you would experience dilution of $ per Class A share in the net tangible book value of your Class A shares. If you purchase Class A shares in this offering you will incur immediate and substantial dilution in the pro forma net tangible book value per share from the price you pay for the Class A shares. Please read “Dilution.”

Our general partner may cause us to issue additional Class A shares or other equity securities, including equity securities that are senior to our Class A shares, without your approval, which may adversely affect you.

Our general partner may cause us to issue an unlimited number of additional Class A shares, or other equity securities of equal rank with the Class A shares, without shareholder approval. In addition, we may issue an unlimited number of shares that are senior to our Class A shares in right of distribution, liquidation and voting. Except for Class A shares issued in connection with the exercise of an Exchange Right or upon the exercise of the underwriters’ option to purchase additional Class A shares, each of which will result in the cancellation of an equivalent number of Class B shares and therefore have no effect on the total number of outstanding shares, the issuance of additional Class A shares, or other equity securities of equal or senior rank, may have the following effects:

Index to Financial Statements

Please read “Description of Our Partnership Agreement—Issuance of Additional Securities.”

You may not have limited liability if a court finds that shareholder action constitutes control of our business.

Under Delaware law, you could be held liable for our obligations to the same extent as a general partner if a court determined that the right or the exercise of the right by our shareholders (who hold limited partner interests despite the fact that we use the term “shareholder” in this prospectus) as a group to remove or replace our general partner, to approve some amendments to the partnership agreement or to take other action under our partnership agreement constituted participation in the “control” of our business. Additionally, the limitations on the liability of holders of limited partner interests for the liabilities of a limited partnership have not been clearly established in many jurisdictions.

Furthermore, Section 17-607 of the Delaware Revised Uniform Limited Partnership Act provides that, under some circumstances, a shareholder may be liable to us for the amount of a distribution for a period of three years from the date of the distribution. Please read “Description of Our Partnership Agreement—Limited Liability” for a discussion of the implications of the limitations on liability to a shareholder.

If in the future we cease to manage and control TEP we may be deemed to be an investment company under the Investment Company Act of 1940.

If we cease to indirectly manage and control TEP and are deemed to be an investment company under the Investment Company Act of 1940, we would have to register as an investment company under the Investment Company Act of 1940, obtain exemptive relief from the Securities and Exchange Commission or modify our organizational structure or our contractual rights to fall outside the definition of an investment company. Registering as an investment company could, among other things, materially limit our ability to engage in transactions with affiliates, including the purchase and sale of certain securities or other property to or from our affiliates, restrict the ability of TEP GP, Tallgrass Equity, TEP and us to borrow funds or engage in other transactions involving leverage, require us to add additional directors who are independent of us and our affiliates, and adversely affect the price of our Class A shares.

Our partnership agreement will restrict the rights of shareholders owning 20% or more of our shares.

Our shareholders’ voting rights will be restricted by the provision in our partnership agreement generally providing that any shares held by a person or group that owns 20% or more of any class of shares then outstanding, other than our general partner, the Exchange Right Holders or their respective affiliates and persons who acquired such shares with the prior approval of our general partner’s board of directors, cannot be voted on any matter. In addition, our partnership agreement will contain provisions limiting the ability of our shareholders to call meetings or to acquire information about our operations, as well as other provisions limiting our shareholders’ ability to influence the manner or direction of our management. As a result, the price at which our Class A shares will trade may be lower because of the absence or reduction of a takeover premium in the trading price.

Index to Financial Statements

If TEP GP, which is owned by Tallgrass Equity, is not fully reimbursed or indemnified for obligations and liabilities it incurs in managing the business and affairs of TEP, its value, and, therefore, the value of our Class A shares, could decline.

TEP GP and its affiliates may make expenditures on behalf of TEP for which TEP GP will seek reimbursement from TEP. Under Delaware partnership law, TEP GP has unlimited liability for the obligations of TEP, such as its debts and environmental liabilities, except for those contractual obligations of TEP that are expressly made without recourse to the general partner. To the extent TEP GP incurs obligations on behalf of TEP, it is entitled to be reimbursed or indemnified by TEP. If TEP is unable or unwilling to reimburse or indemnify TEP GP, TEP GP may not be able to satisfy those liabilities or obligations, which would reduce TEP GP’s cash distributions to Tallgrass Equity and ultimately to us for the benefit of our Class A shareholders.

The price of our Class A shares may be volatile, and a trading market that will provide you with adequate liquidity may not develop.

Prior to this offering there has been no public market for our Class A shares. An active market for our Class A shares may not develop or may not be sustained after this offering. The initial public offering price of our Class A shares will be determined by negotiations between us and the underwriters, based on several factors that we discuss in the “Underwriting” section of this prospectus. This price may not be indicative of the market price for our Class A shares after this initial public offering. The market price of our Class A shares could be subject to significant fluctuations after this offering, and may decline below the initial public offering price. You may be unable to resell your Class A shares at or above the initial public offering price. The following factors, among others, could affect our Class A share price:

Our Class A shares and TEP’s common units may not trade in relation or proportion to one another.

Our Class A shares and TEP’s common units may not trade in simple relation or proportion to one another. Instead, while the trading prices of our Class A shares and TEP’s common units are likely to follow generally similar broad trends, the trading prices may diverge because, among other things:

Index to Financial Statements

An increase in interest rates may cause the market price of our shares to decline.

Like all equity investments, an investment in our Class A shares is subject to certain risks. In exchange for accepting these risks, investors may expect to receive a higher rate of return than would otherwise be obtainable from lower-risk investments. Accordingly, as interest rates rise, the ability of investors to obtain higher risk-adjusted rates of return by purchasing government-backed debt securities may cause a corresponding decline in demand for riskier investments generally, including yield-based equity investments such as publicly traded limited partner interests. Reduced demand for our Class A shares resulting from investors seeking other more favorable investment opportunities may cause the trading price of our Class A shares to decline.

Future sales of our Class A shares in the public market, including sales of Class A shares by the Exchange Right Holders after the exercise of the Exchange Right, could reduce our Class A share price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

Subject to certain limitations and exceptions, the Exchange Right Holders may cause the exchange of their Tallgrass Equity units (together with a corresponding number of Class B shares) for Class A shares (on a one-for-one basis, subject to customary conversion rate adjustments for equity splits and reclassification and other similar transactions) and then sell those Class A shares. We may also issue additional Class A shares or convertible securities in subsequent public or private offerings.

We cannot predict the size of future issuances of our Class A shares or securities convertible into Class A shares or the effect, if any, that future issuances and sales of our Class A shares, including sales of Class A shares by the Exchange Right Holders after the exercise of the Exchange Right, will have on the market price of our Class A shares. Sales of substantial amounts of our Class A shares (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our Class A shares.

The underwriters of this offering may waive or release parties to the lock-up agreements entered into in connection with this offering, which could adversely affect the price of our Class A shares.

Certain of our affiliates, the Exchange Right Holders and the directors and officers of our general partner have entered into lock-up agreements with respect to any sale of their Class A shares, pursuant to which they are subject to certain resale restrictions for a period of 180 days following the effective date of the registration statement of which this prospectus forms a part. Citigroup Global Markets Inc. and Goldman, Sachs & Co., at any time and without notice, may release all or any portion of the Class A shares, subject to the foregoing lock-up agreements. If the restrictions under the lock-up agreements are waived, then the applicable Class A shares will be available for sale into the public markets, which could cause the market price of our Class A shares to decline and impair our ability to raise capital.

TDGP has sole authority to elect the board of directors of our general partner.

TDGP will have the ability to elect all of the members of our board of directors. Please read “Management—Election of Directors.” In addition, TDGP will be able to determine the outcome of all matters

Index to Financial Statements

requiring shareholder approval, including certain mergers and other material transactions, and will be able to cause or prevent a change in the composition of our board of directors or a change in control of our company that could deprive our shareholders of an opportunity to receive a premium for their Class A shares as part of a sale of our company. TDGP will continue to be able to strongly influence all matters requiring shareholder approval, regardless of whether or not shareholders believe that the transaction is in their own best interests.

A valuation allowance on our deferred tax asset could reduce our earnings.

A significant deferred tax asset will be recorded as a result of certain of the transactions described in “Organizational Structure—Reorganization Transactions.” U.S. generally accepted accounting principles, or GAAP, require that a valuation allowance must be established for deferred tax assets when it is more likely than not that they will not be realized. If we were to determine that a valuation allowance was appropriate for our deferred tax asset, we would be required to take an immediate charge to earnings with a corresponding reduction of partners’ equity and increase in balance sheet leverage as measured by debt to total capitalization.

The NYSE does not require a limited partnership like us or TEP to comply with certain of its corporate governance requirements.

Because we and TEP are limited partnerships, the NYSE does not require our general partner or TEP’s general partner to have a majority of independent directors on their respective board of directors. The NYSE also does not require our general partner or TEP’s general partner to establish a compensation committee or a nominating and corporate governance committee. Accordingly, our shareholders and TEP’s unitholders will not have the same protections afforded to certain corporations that are subject to all of the NYSE corporate governance requirements. In addition, as limited partnerships, we and TEP are not required to seek shareholder or unitholder approval, as appropriate, for issuances of Class A shares or TEP common units, respectively, including issuances in excess of 20% of outstanding equity securities, or for issuances of equity to certain affiliates.

We may incur liability as a result of our ownership of TEP’s general partner.

Under Delaware law, a general partner of a limited partnership is generally liable for the debts and liabilities of the partnership for which it serves as general partner, subject to the terms of any indemnification agreements contained in the partnership agreement and except to the extent the partnership’s contracts are non-recourse to the general partner. As a result of our structure, we indirectly own and control the general partner of TEP. To the extent the indemnification provisions in TEP’s partnership agreement or non-recourse provisions in our contracts are not sufficient to protect TEP GP from such liability, we may in the future incur liabilities as a result of our indirect ownership of TEP’s general partner. Please read “Conflicts of Interest and Fiduciary Duties.”

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

In April 2012, President Obama signed into law the JOBS Act. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for “emerging growth companies,” including certain requirements relating to accounting standards and compensation disclosure. We are classified as an emerging growth company. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things, (1) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes Oxley Act of 2002, (2) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer,

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(3) comply with any new audit rules adopted by the PCAOB after April 5, 2012 unless the SEC determines otherwise, (4) provide certain disclosure regarding executive compensation required of larger public companies or (5) hold unitholder advisory votes on executive compensation.

If we fail to establish and maintain effective internal control over financial reporting, our ability to accurately report our financial results could be adversely affected.

We are not currently required to comply with the SEC’s rules implementing Section 404 of the Sarbanes- Oxley Act of 2002, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a publicly traded partnership, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act of 2002, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we will be required to disclose material changes made to our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. To comply with the requirements of being a publicly traded partnership, we will need to implement additional internal controls, reporting systems and procedures and may need to hire additional accounting, finance and legal staff. Furthermore, while we generally must comply with Section 404 of the Sarbanes Oxley Act of 2002 for our fiscal year ended December 31, 2015, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of Section 2(a)(19) of the Securities Act. Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our annual report for the fiscal year ending December 31, 2020 if we continue to maintain our emerging growth company status for a full five years. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, operated or reviewed.

If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our Class A shares.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a publicly traded partnership. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results will be harmed. We cannot be certain that our efforts to develop and maintain our internal controls will be successful, that we will be able to maintain adequate controls over our financial processes and reporting in the future or that we will be able to comply with our obligations under Section 404 of the Sarbanes Oxley Act of 2002. Any failure to develop or maintain effective internal controls, or difficulties encountered in implementing or improving our internal controls, could harm our operating results or cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our Class A shares.

Our existing organizational structure and the relationships among us, TEP, our respective general partners, TDGP, the owners of TDGP, including the Exchange Right Holders, and their affiliated entities present the potential for conflicts of interest. Moreover, additional conflicts of interest may arise in the future among us and the entities affiliated with any general partner or similar interests we acquire or among TEP and such entities. For a further discussion of conflicts of interest that may arise, please read “Conflicts of Interest and Fiduciary Duties.”

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Conflicts of interest may arise as a result of our organizational structure and the relationships among us, TEP, our respective general partners, TEGP, the owners of TDGP, including the Exchange Right Holders, and their affiliated entities.

Our partnership agreement will define the duties of our general partner (and, by extension, its officers and directors). Our general partner’s board of directors or its conflicts committee will have authority on our behalf to resolve any conflict involving us and they have broad latitude to consider the interests of all parties to the conflict.

Conflicts of interest may arise between us and our shareholders, on the one hand, and our general partner and its direct and indirect owners, including TDGP and the Exchange Right Holders, and affiliated entities, on the other hand, or between us and our shareholders, on the one hand, and TEP and its unitholders, on the other hand. For a description of circumstances in which conflicts could arise, please read “Conflicts of Interest and Fiduciary Duties—Potential for Conflicts.” The resolution of these conflicts may not always be in our best interest or that of our shareholders.

TDGP owns our general partner and may have conflicting interests with holders of Class A shares. Please read “Certain Relationships and Related Party Transactions—Limited Liability Company Agreement of Tallgrass Equity.”

Furthermore, conflicts of interest could arise in the future between us, on the one hand, and TDGP, on the other hand, concerning, among other things, a decision whether to modify or limit the IDRs in the future or potential competitive business activities or business opportunities. These conflicts of interest may not be resolved in our favor.

Our partnership agreement will replace our general partner’s fiduciary duties to holders of our Class A shares with contractual standards governing its duties.

Our partnership agreement will contain provisions that eliminate the fiduciary standards to which our general partner would otherwise be held by state fiduciary duty law and replaces those duties with several different contractual standards. For example, our partnership agreement will permit our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner, free of any duties to us and our shareholders other than the implied contractual covenant of good faith and fair dealing, which means that a court will enforce the reasonable expectations of the shareholders where the language in the partnership agreement does not provide for a clear course of action. This provision entitles our general partner to consider only the interests and factors that it desires and relieves it of any duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or our shareholders. Examples of decisions that our general partner may make in its individual capacity include:

In addition, our partnership agreement will provide that any construction or interpretation of our partnership agreement and any action taken pursuant thereto or any determination, in each case, made by our general partner in good faith, shall be conclusive and binding on all shareholders.

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By purchasing shares, you agree to become bound by the provisions in the partnership agreement, including the provisions discussed above. Please read “Conflicts of Interest and Fiduciary Duties.”

Our partnership agreement will provide that our general partner will be restricted from engaging in any business activities other than acting as our general partner and those activities incidental to its ownership of interests in us. The restrictions contained in our general partner’s limited liability company agreement are subject to a number of exceptions. For example, affiliates of our general partner, including TDGP, the Exchange Right Holders, and their respective affiliates, will not be prohibited from engaging in other businesses or activities that might be in direct competition with us. For additional information regarding these agreements, please read “Description of our Partnership Agreement.”

Our general partner has a call right that may require you to sell your Class A shares at an undesirable time or price.

If at any time more than 80% of our outstanding shares (including Class A shares issuable upon the exchange of Class B shares) are owned by our general partner, TDGP or their respective affiliates, our general partner will have the right (which it may assign to any of its affiliates, TDGP or us), but not the obligation, to acquire all, but not less than all, of the remaining Class A shares held by public shareholders at a price equal to the greater of (x) the highest cash price paid by our general partner, TDGP, or their respective affiliates for any shares purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those shares and (y) the current market price calculated in accordance with our partnership agreement as of the date three business days before the date the notice is mailed. As a result, you may be required to sell your Class A shares at an undesirable time or price and may not receive any return of or on your investment. You may also incur a tax liability upon a sale of your Class A shares. For additional information about the call right, please read “Description of Our Partnership Agreement—Limited Call Right.”

TEP may not have sufficient cash from operations following the establishment of cash reserves and payment of fees and expenses, including cost reimbursements to its general partner and its affiliates, to enable it to pay the quarterly distribution at the current distribution level, or at all, to holders of its common units.

TEP may not have sufficient available cash from operating surplus each quarter to enable it to pay the quarterly distribution at the current distribution level, at the minimum quarterly distribution level, or at all. The amount of cash TEP can distribute on its units principally depends upon the amount of cash TEP generates from its operations, which will fluctuate from quarter to quarter based on, among other things:

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In addition, the actual amount of cash TEP will have available for distribution will depend on other factors, including:

If TEP is not able to renew or replace expiring customer contracts at favorable rates or on a long-term basis, its financial condition, results of operation, cash flows and ability to make cash distributions to its unitholders will be adversely affected. With respect to its natural gas transportation and logistics segment, TEP has experienced decreases in revenues as compared to historical periods resulting from decreased renewals of long-haul firm capacity contracts with off-system customers over the last few years. If this trend continues, its ability to make cash distributions to its unitholders may be materially impacted.

TEP transports, stores and processes a substantial majority of the natural gas and crude oil on its systems under long-term contracts with terms of various durations. For the year ended December 31, 2014, approximately 93% of its natural gas transportation and storage revenues were generated under firm transportation and storage contracts. As of December 31, 2014, the weighted average remaining life of its long-term (defined as more than one-year in duration) natural gas transportation contracts and natural gas storage contracts was approximately three years and seven years, respectively, the weighted average remaining life of its oil transportation contracts was approximately five years, and the weighted average remaining life of its natural gas processing contracts was approximately three years. As these contracts expire, TEP may be unable to obtain new contracts on terms

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similar to those of its existing contracts, or at all. If TEP is unable to promptly resell capacity from expiring contracts on equivalent terms, its revenues may decrease and its ability to make cash distributions to its unitholders may be materially impaired.

For example, over the past several years, a number of TEP’s natural gas transportation and storage customers have opted not to renew their contracts for service on the TIGT System. TEP believes those non-renewals have been caused both by increased competition from large diameter long-haul pipeline systems that are more efficient and cost effective at transporting natural gas over long distances, as well as reduced drilling activity for dry gas in the Rocky Mountain region. These former customers are generally large producers that primarily used the TIGT System to access interstate pipelines for ultimate delivery to consuming markets outside TEP’s areas of operations, as opposed to TEP’s current customer base, which is primarily comprised of on-system regional customers, such as LDCs. The non-renewal of these transportation contracts has resulted in decreases in firm contracted capacity on the TIGT System and related decreases in total revenue. For example, TEP’s average firm contracted capacity decreased from 842 MMcf/d for the year ended December 31, 2010 to 639 MMcf/d for the year ended December 31, 2014 and transportation services revenue decreased from $143.4 million to $102.0 million over the same period, primarily due to the loss of revenue from the non-renewal of transportation contracts.

TEP also may be unable to maintain the long-term nature and economic structure of its current contract portfolio over time. Depending on prevailing market conditions at the time of a contract renewal, transportation, storage and processing customers with fee-based contracts may desire to enter into contracts under different fee arrangements, and its potential customers may be generally unwilling to enter into long-term contracts. To the extent TEP is unable to renew or replace its existing contracts on terms that are favorable to it or successfully manage the long-term nature and economic structure of its contract profile over time, its revenues and cash flows could decline and its ability to make distributions to its unitholders could be materially and adversely affected. In addition, if an existing customer terminates or breaches its long-term firm transportation, storage or processing contract, TEP may be subject to a loss of revenue if TEP is unable to promptly resell the capacity to another customer on substantially equivalent terms.

TEP’s ability to renew or replace its expiring contracts on terms similar to, or more attractive than, those of its existing contracts is uncertain and depends on a number of factors beyond its control, including:

As a result of the acquisition of an interest in Pony Express, TEP is engaged in crude oil transportation, which is a new line of business for TEP. TEP cannot provide assurance that its expansion into this line of business will succeed.

In September 2014, TEP acquired a 33.3% membership interest in Pony Express, which owns the Pony Express System, an approximately 698 mile crude oil pipeline commencing in Guernsey, Wyoming and terminating in Cushing, Oklahoma, with delivery points at Ponca City Refinery and Deeprock Development in Cushing. In January 2015, Tallgrass Development offered TEP an additional 33.3% membership interest in Pony Express, which, if consummated after review, negotiations and approval by a conflicts committee of the board of directors of its general partner, would result in TEP owning a 66.7% membership interest in Pony Express. In

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addition, upon completion of ongoing construction, the Pony Express System will also include an approximately 66-mile lateral in northeast Colorado that will commence in Weld County, Colorado and interconnect with the Pony Express System just east of Sterling, Colorado. The construction of the lateral in Northeast Colorado and its expected in-service date may be delayed, which could negatively impact its future financial performance and results of operations. Additionally, TEP shares joint tariffs with third-party pipelines delivering oil from the Bakken into Guernsey, Wyoming, and those pipelines are currently experiencing delays in their construction and expansion efforts, the continuance of which would further delay its ability to utilize the Pony Express System at full capacity, which in turn could negatively impact its financial performance and results of operations.

The ownership and operation of a crude oil pipeline is a new line of business for TEP, as its operations were previously focused on the transportation, storage and processing of natural gas. Operating a crude oil pipeline system requires different operating strategies and different managerial expertise than its current operations, and a crude oil pipeline system is subject to additional or different regulations. Failure to timely and successfully develop this new line of business in conjunction with its existing operations may have a material adverse effect on its business, financial condition and results of operations.

Increased competition from other companies that provide natural gas transportation, storage and processing and crude oil transportation services, or from alternative fuel sources, could have a negative impact on the demand for TEP’s services, which could materially and adversely affect its financial results.

TEP’s ability to renew or replace its existing contracts at rates sufficient to maintain current revenues and current cash flows could be adversely affected by the activities of its competitors. Some of TEP’s competitors have greater financial, managerial and other resources than TEP does and control substantially more transportation, storage and processing capacity and/or crude oil transportation capacity than TEP does. In addition, some of TEP’s competitors have assets in closer proximity to natural gas and/or crude oil supplies and have available idle capacity in existing assets that would not require new capital investments for use. For example, several pipelines access many of the same basins as TEP’s natural gas pipeline systems and transport gas to customers in the Rocky Mountain and Midwest regions of the United States. Pony Express also competes with rail facilities, which can provide more delivery optionality to crude oil producers and marketers looking to capitalize on basis differentials between two primary crude oil benchmarks (West Texas Intermediate Crude and Brent Crude). In addition, numerous other crude oil pipeline projects have been announced recently that would compete directly with TEP’s Pony Express crude oil pipeline system. TEP’s competitors may expand or construct new transportation, storage or processing systems that would create additional competition for the services TEP provides to its customers, or its customers may develop their own transportation, storage and processing facilities in lieu of using ours. The potential for the construction of new processing facilities in TEP’s areas of operation is particularly acute due to the nature of the processing industry and the attractive drilling profile of geographic areas served by its Midstream Facilities. Furthermore, Tallgrass Development and its affiliates are not limited in their ability to compete with TEP.

If TEP’s competitors were to substantially decrease the prices at which they offer their services, TEP may be unable to compete effectively and its cash flows and ability to make distributions to its unitholders may be materially impaired.

Further, natural gas as a fuel, and fuels derived from crude oil, compete with other forms of energy available to users, including electricity, coal and other liquid fuels. Increased demand for such forms of energy at the expense of natural gas or fuels derived from crude oil could lead to a reduction in demand for its services.

All of these competitive pressures could make it more difficult for TEP to renew its existing long-term, firm transportation, storage and processing contracts when they expire or to attract new customers as TEP seeks to expand its business, which could have a material adverse effect on its business, financial condition, results of operations and prospects. In addition, competition could intensify the negative impact of factors that decrease

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demand for natural gas and crude oil in the markets TEP serves, such as adverse economic conditions, weather, higher fuel costs and taxes or other governmental or regulatory actions that directly or indirectly increase the cost or limit the use of natural gas or crude oil.

If TEP is unable to make acquisitions on economically acceptable terms from Tallgrass Development or third parties, its future growth will be limited, and the acquisitions TEP does make may reduce, rather than increase, its cash generated from operations on a per unit basis.

TEP’s ability to grow depends, in part, on its ability to make acquisitions that increase its cash generated from operations on a per unit basis. The acquisition component of its strategy is based, in large part, on its expectation of ongoing divestitures of midstream energy assets by industry participants, including Tallgrass Development. Other than Tallgrass Development’s obligation to offer TEP certain assets (if Tallgrass Development decides to sell such assets) pursuant to the right of first offer under the Omnibus Agreement, TEP has no contractual arrangement with Tallgrass Development that would require it to provide TEP with an opportunity to acquire midstream assets that it may sell. Accordingly, while TEP believes Tallgrass Development will be incentivized pursuant to its economic relationship with TEP to offer TEP opportunities to purchase midstream assets, there can be no assurance that any such offer will be made, and there can be no assurance TEP will reach agreement on the terms with respect to any acquisition opportunities offered to TEP by Tallgrass Development. Furthermore, many factors could impair its access to future midstream assets, including a change in control of Tallgrass Development or a transfer of the IDRs by its general partner to a third party. A material decrease in divestitures of midstream energy assets from Tallgrass Development or otherwise would limit its opportunities for future acquisitions and could have a material adverse effect on its business, results of operations, financial condition and ability to make quarterly cash distributions to its unitholders.

TEP’s future growth and ability to increase distributions will be limited if TEP is unable to make accretive acquisitions from Tallgrass Development or third parties because, among other reasons, (i) Tallgrass Development elects not to sell or contribute additional assets to TEP or to offer acquisition opportunities to TEP, (ii) TEP is unable to identify attractive third-party acquisition opportunities, (iii) TEP is unable to negotiate acceptable purchase contracts with Tallgrass Development or third parties, (iv) TEP is unable to obtain financing for these acquisitions on economically acceptable terms, (v) TEP is outbid by competitors or (vi) TEP is unable to obtain necessary governmental or third-party consents. Furthermore, even if TEP does make acquisitions that TEP believes will be accretive, these acquisitions may nevertheless result in a decrease in the cash generated from operations on a per unit basis.

If any acquisition eventually proves not to be accretive to TEP’s distributable cash flow per unit, it could have a material adverse effect on its business, results of operations, financial condition and ability to make quarterly cash distributions to its unitholders.

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If TEP is unable to obtain needed capital or financing on satisfactory terms to fund expansions of its asset base, its ability to make quarterly cash distributions may be diminished or its financial leverage could increase.

In order to expand its asset base through acquisitions or capital projects, TEP may need to make expansion capital expenditures. If TEP does not make sufficient or effective expansion capital expenditures, TEP will be unable to expand its business operations and may be unable to maintain or raise the level of its quarterly cash distributions. TEP could be required to use cash from its operations or incur borrowings or sell additional common units or other limited partner interests in order to fund its expansion capital expenditures. Using cash from operations will reduce cash available for distribution to its common unitholders. TEP’s ability to obtain bank financing or to access the capital markets for future equity or debt offerings may be limited by its financial condition at the time of any such financing or offering as well as the covenants in its debt agreements, general economic conditions and contingencies and uncertainties that are beyond its control. Even if TEP is successful in obtaining funds for expansion capital expenditures through equity or debt financings, the terms thereof could limit its ability to pay distributions to its common unitholders. In addition, incurring additional debt may significantly increase its interest expense and financial leverage, and issuing additional limited partner interests may result in significant common unitholder dilution and increase the aggregate amount of cash required to maintain the then-current distribution rate, which could materially decrease its ability to pay distributions at the then-current distribution rate.

TEP does not currently have any commitment with its general partner or other affiliates, including Tallgrass Development, to provide any direct or indirect financial assistance to TEP.

TEP is exposed to direct commodity price risk with respect to some of its processing revenues, and its exposure to direct commodity price risk may increase in the future.

TEP’s Processing & Logistics segment operates under three types of contracts, two of which directly expose its cash flows to increases and decreases in the price of natural gas and NGLs: percent of proceeds and keep whole processing contracts. As of December 31, 2014, approximately 13% of the reserved capacity in its Processing & Logistics segment was contracted under percent of proceeds or keep whole processing contracts. Percent of proceeds processing contracts generally provide upside in high commodity price environments, but result in lower margins in low commodity price environments. Under keep whole processing contracts, TEP’s revenues and cash flows generally increase or decrease as the prices of natural gas and NGLs fluctuate. The relationship between natural gas prices and NGL prices may also affect its profitability. When natural gas prices are low relative to NGL prices, it is more profitable for TEP to process natural gas under keep whole arrangements. When natural gas prices are high relative to NGL prices, it is less profitable for TEP and its customers to process natural gas both because of the higher value of natural gas and the increased cost (principally that of natural gas as a feedstock and a fuel) of separating the mixed NGLs from the natural gas. As a result, TEP may experience periods in which higher natural gas prices relative to NGL prices reduce its processing margins or reduce the volume of natural gas processed at some of its plants. In addition, NGL prices have historically been related to the market price of oil and as a result any significant changes in oil prices could also indirectly impact its operations. Indirectly, reduced commodity prices impact TEP through reduced exploration and production activity, which results in fewer opportunities for new business to offset natural volume declines. NGL and natural gas prices are volatile and are impacted by changes in the supply and demand for NGLs and natural gas, as well as market uncertainty. In the latter half of 2014 and the beginning of 2015, natural gas prices have declined substantially and such declines may result in lower realizations on our percent of proceeds contracts. With respect to its direct commodity price exposure, TEP does not currently hedge the commodity exposure in its processing contracts and, as a result, its revenues, financial condition and results of operations could be adversely impacted by fluctuations in the prices of natural gas and NGLs. As a result of its commodity price exposure, significant prolonged changes in natural gas and NGL prices could have a material adverse effect on its financial condition, results of operations and its ability to make cash distributions to its unitholders.

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If third-party pipelines or other midstream facilities interconnected to its systems become partially or fully unavailable, or if the volumes TEP transports do not meet the quality requirements of such pipelines or facilities, its revenues and its ability to make distributions to its unitholders could be adversely affected.

TEP’s natural gas transportation, storage and processing facilities and its oil transportation facilities connect to other pipelines or facilities owned and operated by unaffiliated third parties, such as Phillips 66, Deeprock Development, LLC and others. For example, a substantial majority of the NGLs TEP processes are transported on the Powder River pipeline owned by Phillips 66, and therefore, any downtime on this pipeline as a result of maintenance or force majeure would adversely affect TEP. For example, its Pony Express System connects to upstream joint tariff pipelines, including the Belle Fourche Pipeline owned by the True Companies (which also own and operate the Bridger Pipeline) and Hiland Double H Pipeline, which are responsible for delivering a substantial portion of the crude oil for transportation on the Pony Express System. Plus, nearly all of the crude oil TEP transports on the Pony Express System is stored in crude oil tanks located on or pumped over to downstream pipelines that interconnect through the Deeprock Development terminal facility in Cushing, Oklahoma. The continuing operation of such third- party pipelines, processing plants, crude oil terminal facilities and other midstream facilities is not within its control. These pipelines, plants and other midstream facilities may become unavailable to TEP for any number of reasons, including because of testing, turnarounds, line repair, reduced operating pressure, lack of operating capacity, regulatory requirements, curtailments of receipt or deliveries due to insufficient capacity or because of damage from weather events or other operational hazards. For example, the operations of the Bridger Pipeline’s Poplar System will be down indefinitely due to an apparent pipeline release on or about January 21, 2015. Bridger has declared a Force Majeure as a result of this event and has indicated that it does not have the capacity to make up volumes on other lines that directly or indirectly deliver crude oil into designated origin points on the Pony Express System or the Belle Fourche Pipeline. The largest committed shipper on the Pony Express System has also declared a force majeure as a result of this incident. TEP is currently evaluating the impact this will have on the operations of its Pony Express System, but it could result in decreased transportation throughput, increased costs and reduced revenues.

In addition, if the costs to TEP to access and transport on these third-party pipelines significantly increase, its profitability could be reduced. If any such increase in costs occurred, if any of these pipelines or other midstream facilities become unable to receive, transport or process natural gas or to store or transport crude oil, or if the volumes TEP transports or process do not meet the quality requirements of such pipelines or facilities, its revenues and its ability to make quarterly cash distributions to its unitholders could be adversely affected. For example, in May 2014 Phillips 66 notified TEP of an allegation that Tallgrass Midstream, LLC had been delivering NGLs to the Powder River NGL pipeline with methanol levels in excess of applicable tolerances. The Douglas plant was shut in completely for five days, and operated at approximately 50% of its processing capacity for another 10 days, as a result. Although Tallgrass Midstream was reimbursed by its upstream suppliers for substantially all of the off-spec fees imposed by Phillips 66 during 2014, Phillips 66 could also attempt to seek payment for any other costs (including those associated with overtime, testing, and shipping), penalties or damages allegedly incurred by them in connection with their processing, use or sale of the NGLs. If TEP is required to make additional substantial payments to Phillips 66 for costs, penalties or other damages and are unable to recover such amounts from upstream suppliers, its revenues and ability to make distributions to unitholders could be adversely affected.

The revenue in TEP’s Processing and Logistics segment largely depends on the amount of natural gas that its customers actually deliver to its natural gas processing plants.

As of December 31, 2014, approximately 87% of its reserved capacity at its Casper and Douglas Natural Gas Processing Plants was subject to fee-based processing contracts (the remaining 13% was subject to percent of proceeds or keep whole processing contracts). On these fee-based contracts, TEP’s revenue is largely tied to the amount of natural gas that its customers actually deliver its Casper and Douglas plants for processing. Unlike many pipeline transportation customers, TEP’s natural gas processing customers are not generally subject to “take or pay” obligations. Thus, if its natural gas processing customers do not produce natural gas and deliver that natural gas to its processing plants to be processed, revenue for its Processing and Logistics Segment will

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decline. If natural gas, crude oil or NGL prices decline, as has been the case over the latter half of 2014 and the first part of 2015, TEP’s customers may make less money from the production of natural gas, crude oil or NGLs than it costs them to produce it. If that happens, its customers may not continue to produce natural gas and its revenue will decline. In addition, the fees its customers pay to reserve capacity at its processing plants may not deter those customers from processing their natural gas volumes at other facilities, with whom they may have had prior arrangements or otherwise.

Any significant decrease in available supplies of natural gas or crude oil in TEP’s areas of operation, or redirection of existing natural gas or crude oil supplies to other markets, could adversely affect its business and operating results. If recent lower commodity prices for oil and gas are prolonged beyond our contract lives, we may experience lower throughput volumes and reduced cash flows.

TEP’s business is dependent on the continued availability of natural gas and crude oil production and reserves. Production from existing wells and natural gas and crude oil supply basins with access to its transportation, storage and processing facilities will naturally decline over time. The amount of natural gas and crude oil reserves underlying these wells may also be less than anticipated, and the rate at which production from these reserves declines may be greater than anticipated. Accordingly, to maintain or increase the contracted capacity or the volume of natural gas and crude oil transported and natural gas stored and processed on its systems and cash flows associated therewith, its customers must continually obtain adequate supplies of natural gas and crude oil.

However, the development of additional natural gas and crude oil reserves requires significant capital expenditures by others for exploration and development drilling and the installation of production, storage, transportation and other facilities that permit natural gas and crude oil to be produced and delivered to its transportation, storage and processing facilities. In addition, low prices for natural gas and crude oil, regulatory limitations, including environmental regulations, or the lack of available capital for these projects could have a material adverse effect on the development and production of additional reserves, as well as storage, pipeline transportation, and import and export of natural gas and crude oil supplies. A period of sustained price reductions in crude oil or refined products could lead to a decline in drilling activity, production and refining of crude oil, or import levels in these areas. For example, in response to recent declines in crude oil prices, a number of producers in TEP’s areas of operation have announced significant reductions in their capital budget and drilling plans for 2015. In addition, production may fluctuate for other reasons, including, for example, in the case of crude oil, the decisions made by the members of the Organization of the Petroleum Exporting Countries, or OPEC, regarding production controls. Furthermore, competition for natural gas and crude oil supplies to serve other markets could reduce the amount of natural gas and crude oil supply available for its customers. Accordingly, to maintain or increase the contracted capacity or the volume of natural gas and crude oil transported on TEP’s systems and cash flows associated with its operations, its customers must compete with others to obtain adequate supplies of natural gas and crude oil.

If new supplies of natural gas and crude oil are not obtained to replace the natural decline in volumes from existing supply basins, if natural gas and crude oil supplies are diverted to serve other markets, if environmental regulations restrict new natural gas and crude oil drilling or if OPEC does not agree to and maintain production controls, the overall demand for transportation, storage and processing services on its systems may decline, which could have a material adverse effect on its ability to renew or replace its current customer contracts when they expire and on its business, financial condition, results of operations and ability to make quarterly cash distributions to its unitholders.

TEP’s natural gas and crude oil operations are subject to extensive regulation by federal, state and local regulatory authorities. Changes or additional regulatory measures adopted by such authorities could have a material adverse effect on its business, financial condition, and results of operations.

TEP provides open-access interstate transportation service on its natural gas transportation systems pursuant to tariffs approved by the FERC. TEP’s natural gas transportation and storage operations are regulated by the

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FERC, under the Natural Gas Act of 1938, or the NGA, the Natural Gas Policy Act of 1978, or the NGPA, and the Energy Policy Act of 2005, or EPAct 2005. The TIGT System and the Trailblazer Pipeline each operates under a tariff approved by the FERC that establishes rates, cost recovery mechanisms and terms and conditions of service to its customers. The rates and terms of service on the Pony Express System are subject to regulation by the FERC under the Interstate Commerce Act, or the ICA, and the Energy Policy Act of 1992. TEP provides interstate transportation service on the Pony Express System pursuant to tariffs on file with the FERC.

Interstate natural gas pipelines subject to the jurisdiction of the FERC may not charge rates or impose terms and conditions of service that, upon review by the FERC, are found to be unjust, unreasonable, unduly discriminatory, or preferential. The maximum recourse rate that TEP may charge for its natural gas transportation and storage services is established through the FERC’s ratemaking process. The maximum applicable recourse rate and terms and conditions for service are set forth in its FERC-approved tariff.

Pursuant to the NGA, existing interstate natural gas transportation and storage rates and terms and conditions of service may be challenged by complaint and are subject to prospective change by the FERC. Additionally, rate increases and changes to terms and conditions of service proposed by a regulated interstate pipeline may be protested and such increases or changes can be delayed and may ultimately be rejected by the FERC. TEP currently holds authority from the FERC to charge and collect (i) “recourse rates” (i.e., the maximum cost-based rates an interstate natural gas pipeline may charge for its services under its tariff); (ii) “discount rates” (i.e., rates offered by the natural gas pipeline to shippers at discounts vis-à-vis the recourse rates and that fall within the cost-based maximum and minimum rate levels set forth in the natural gas pipeline’s tariff); and (iii) “negotiated rates” (i.e., rates negotiated and agreed to by the pipeline and the shipper for the contract term that may fall within or outside of the cost-based maximum and minimum rate levels set forth in the tariff, and which are individually filed with the FERC for review and acceptance). When capacity is available and offered for sale, the rates (which include reservation, commodity, surcharges, fuel and gas lost and unaccounted

Index to Financial Statements

for) at which such capacity is sold are subject to regulatory approval and oversight. Regulators and customers on its natural gas pipeline systems have the right to protest or otherwise challenge the rates that TEP charges under a process prescribed by applicable regulations. The FERC may also initiate reviews of its rates. Customers on TEP’s natural gas pipeline systems may also dispute terms and conditions contained in its agreements, as well as the interpretation and application of its tariffs, among other things.

Rates for crude oil transportation service must be filed as a tariff with the FERC and are subject to applicable FERC regulation. The filed tariff rates include contract rates entered into with shippers willing to make long term commitments to the pipeline to support new pipeline capacity and “walk-up” rates available to uncommitted non-contract shippers. Crude oil pipelines typically must reserve at least ten percent of their capacity for walk-up shippers. Crude oil pipeline tariff rates may be adjusted, positively or negatively, on an annual basis through a FERC indexing procedure. A crude oil pipeline may also file new tariff rates at any time, subject to shipper contract restrictions and FERC regulatory procedures. The filing of any indexed rate increase or other rate increase may be protested and subjected to cost-of-service review by the FERC to determine whether the proposed new rate is just and reasonable.

Under the ICA, which applies to FERC-regulated liquids pipelines such as the Pony Express System, parties having standing may challenge new or existing rates and terms and conditions of service at any time. The FERC is authorized to suspend, subject to refund, the effectiveness of a protested rate for up to seven months while it determines if the protested rate is just and reasonable. TEP’s rates may be reduced and TEP may be required to issue refunds as a result of settlement or by an order of the FERC following a hearing finding that a protested rate is unjust and unreasonable. If the complaint is not resolved by settlement, the FERC may conduct a hearing and order the crude oil pipeline to make reparations going back for up to two years prior to the date on which a complaint was filed if a rate is found to be unjust and unreasonable. TEP cannot guarantee that any new or existing rate on the Pony Express System would not be rejected or modified by the FERC, or subjected to refunds or reparations. While the FERC regulates rates and terms and conditions of service for transportation of crude oil in interstate commerce by pipeline, state agencies may also regulate facilities (including construction, acquisition, disposition, financing, and abandonment), rates, and terms and conditions of service for crude oil pipeline transportation in intrastate commerce. Any successful challenge by a regulator or shipper in any of these matters could have a material adverse effect on its business, financial condition and results of operations.

The Trailblazer Pipeline, one of TEP’s interstate natural gas pipelines, uses two types of fuel to power its compressors: (1) natural gas and (2) electric power. For the natural gas compression, customers are charged a gas retainage percentage as an in-kind reimbursement for fuel. For the electric compression, customers are charged a commodity rate for the electricity used at the pipeline’s stations. The volume of gas and cost of electric power are tracked and adjusted in annual periodic rate adjustment filings made pursuant to the tariff. Lost and unaccounted for gas is also tracked and adjusted in annual periodic rate adjustment filings. These costs were subject to the NGA Section 4 rate case initiated by the Trailblazer Pipeline and resolved by settlement as approved by the FERC in May 2014. On TIGT, TEP’s gas compressor fuel costs and the cost of lost and unaccounted for gas, together referred to as Fuel Retention Factors, are recovered by retaining a fixed percentage of natural gas throughput on its transportation and storage facilities. These Fuel Retention Factors were the subject of a Section 5 proceeding initiated by the FERC that TEP resolved with customers by a settlement approved by the FERC in September 2011.

The FERC’s jurisdiction over natural gas facilities extends to the certification and construction of interstate transportation and storage facilities, including, but not limited to, acquisitions, facility maintenance, expansions, and abandonment of facilities and services. With some exceptions applicable to smaller projects, auxiliary facilities, and certain facility replacements, prior to commencing construction and/or operation of new or existing interstate natural gas transportation and storage facilities, an interstate pipeline must obtain a certificate authorizing the construction from, or file to amend its existing certificate with, the FERC. Typically, a significant expansion project requires review by a number of governmental agencies, including state and local agencies, whose cooperation is important in completing the regulatory process on schedule. Any delay or refusal by an

Index to Financial Statements

agency to issue authorizations or permits as requested for one or more of these projects may mean that they will be constructed in a manner or with capital requirements that TEP did not anticipate or that TEP will not be able to pursue these projects. Such delay, modification or refusal could materially and negatively impact the additional revenues expected from these projects. The FERC does not regulate the construction, expansion, or abandonment of crude oil pipelines nor the initiation or discontinuation of services on those pipelines, provided that the action taken is not discriminatory or preferential among similarly situated shippers.

The FERC has the authority to conduct audits of regulated entities to assess compliance with FERC regulations and policies. The FERC also conducts audits to verify that the websites of interstate natural gas pipelines accurately provide information on the operations and availability of services on the pipeline. FERC regulations also require entities providing natural gas and crude oil transportation services to comply with uniform terms and conditions for service, as set forth in publicly available tariffs or, as it concerns natural gas facilities, agreements for transportation and storage services executed between interstate pipelines and their customers. These service agreements are generally required to conform, in all material respects, with the standard form of service agreements set forth in the natural gas pipeline’s FERC-approved tariff. The pipeline and a customer may choose to enter into a non-conforming service agreement so long as this agreement is filed with, and accepted by, the FERC. In the event that the FERC finds that an agreement, in whole or part, is materially non-conforming, FERC could reject the agreement or require TEP to modify the agreement, or alternatively require TEP to modify its tariff so that the non-conforming provisions are generally available to all customers. Agreements entered into with crude oil shippers are generally not available for public review, but the rates and terms and service provided to similarly situated shippers may not be unduly discriminatory or preferential.

The FERC has promulgated rules and policies covering many aspects of TEP’s natural gas pipeline business, including regulations that require TEP to provide firm and interruptible transportation service on an open access basis that is not unduly discriminatory or preferential, provide internet access to current information about its available pipeline capacity and other relevant transmission information, and permit pipeline shippers to release contracted transportation and storage capacity to other shippers, thereby creating secondary markets for such services. FERC regulations also prevent interstate natural gas pipelines from sharing customer information with marketing affiliates, and restrict how interstate natural gas pipelines share transportation with marketing affiliates. FERC regulations require that certain transmission function personnel of interstate natural gas pipelines function independently of personnel engaged in natural gas marketing functions. Crude oil pipelines subject to the ICA must comply with FERC regulations that require the pipeline to act as a common carrier and not engage in undue discrimination or preferential treatment with respect to shippers.

FERC policies also govern how interstate natural gas pipelines respond to interconnection requests from third party facilities, including other pipelines. Generally, an interstate natural gas pipeline must grant an interconnection request upon the satisfaction of several conditions. As a consequence, an interstate natural gas pipeline faces the risk that an interconnecting third party pipeline may pose a risk of additional competition to serve a particular market. Failure to comply with applicable provisions of the NGA, NGPA, EPAct and certain other laws, as well as with the regulations, rules, orders, restrictions and conditions associated with these laws, could result in the imposition of administrative and criminal remedies, including without limitation, revocation of certain authorities, disgorgement of ill-gotten gains, and civil penalties of up to $1.0 million per day, per violation. Violations of the ICA, the Energy Policy Act of 1992, or regulations and orders promulgated by the FERC are also subject to administrative and criminal penalties and remedies, including forfeiture and individual liability.

In addition, new laws or regulations or different interpretations of existing laws or regulations applicable to TEP’s pipeline systems or midstream facilities could have a material adverse effect on its business, financial condition, results of operations and prospects. For example, the FERC may not continue to pursue its approach of pro-competitive policies as it considers matters such as interstate pipeline rates and rules and policies that may affect rights of access to natural gas transportation capacity and transportation and storage facilities. TEP may face challenges to its rates or terms of service in the future. Any successful challenge could materially adversely affect its future earnings and cash flows.

Index to Financial Statements

The rates of TEP’s regulated assets are subject to review and possible adjustment by federal and state regulators, which could adversely affect its business, results of operations, financial condition and ability to make quarterly cash distributions to its unitholders.

TEP’s shippers or other interested stakeholders, such as state regulatory agencies, may challenge the rates or the terms and conditions of service applicable to its natural gas or crude oil pipeline tariffs, unless they have entered into agreements not to challenge such tariffs. The FERC has authority to investigate TEP’s rates and terms and conditions of service pursuant to NGA Section 5 for natural gas pipelines and the ICA for common carrier oil pipelines. TEP’s crude oil firm contract shippers have generally agreed not to complain or protest rates unless they are in conflict with their contracts. With regard to TEP’s natural gas pipelines, Trailblazer Pipeline Company LLC, which TEP refers to as Trailblazer, initiated on its own initiative under NGA Section 4 a rate proceeding with the FERC on July 1, 2013 to implement a general rate increase to its recourse rates, initiate a rolled-in rate structure for expansion facilities certificated in 2001, and adopt miscellaneous other updates to its General Terms and Conditions in its tariff. On February 24, 2014, Trailblazer submitted to the FERC an uncontested offer of settlement and stipulation to resolve the proceeding by, among other things: (a) setting new maximum recourse rates based upon a “black box” cost of service of $21.1 million, (b) revising the charges and methods for recovery of fuel (natural gas and electric power used in providing service) costs, (c) providing for revenue sharing of certain interruptible and short-term firm service revenues with eligible maximum recourse rate firm service shippers, (d) establishing a rate moratorium until January 1, 2016, and (e) requiring a general rate case to be filed no later than January 1, 2019. The FERC accepted the settlement agreement by letter order on May 29, 2014. Per the terms of the settlement, Trailblazer is required to file a new general rate case by January 1, 2019, and no customer or participant who joined the settlement (defined in the settlement as a “Settling Party”) may file to change the settlement rates before January 1, 2016. TIGT is not subject to any current moratorium on complaints or protests regarding its rates or terms and conditions of service. The rates on TEP’s TIGT natural gas pipeline system were subject to a NGA Section 5 proceeding initiated by the FERC relating to TIGT’s fuel retention factors, which generally are recovered by retaining a fixed percentage of natural gas throughput on TIGT’s natural gas transportation and storage facilities. TIGT resolved these issues with customers by a settlement approved by the FERC in September 2011, which resulted in a 27% reduction in the Fuel Retention Factors billed to shippers effective June 1, 2011. The Section 5 Settlement also provided for a second stepped reduction, resulting in a total 30% reduction in the Fuel Retention Factors billed to shippers and effective January 1, 2012, for certain segments of the former Pony Express natural gas pipeline system.

On TEP’s crude oil pipeline system, shippers may challenge new or existing rates at any time. As a result of settlement or by order of the FERC following hearing, its rates may be reduced. If a shipper files a complaint, and if the complaint is not resolved with that shipper, to the extent the FERC determines after hearing that TEP has collected payment on rates not previously found to be just and reasonable, TEP may be required to pay reparations to that shipper for up to two years prior to the date on which a complaint was filed. Regardless of the prospective just and reasonable rate, reparations may not be required below the last rates determined by the FERC to be just and reasonable. In other words, crude oil pipelines are not required to make reparations that refund revenues collected pursuant to rates previously determined to be just and reasonable.

Successful challenges to rates charged on TEP’s natural gas and crude oil pipeline systems, or to the terms and conditions of service on those systems, could have a material adverse effect on its business, results of operations, financial condition and ability to make quarterly cash distributions to its unitholders.

TEP is exposed to the creditworthiness and performance of its customers, suppliers and contract counterparties, and any material nonpayment or nonperformance by one or more of these parties could adversely affect its financial condition, cash flows, and operating results.

Although TEP attempts to assess the creditworthiness of its customers, suppliers and contract counterparties, there can be no assurance that its assessments will be accurate or that there will not be a rapid or unanticipated deterioration in their creditworthiness, which may have an adverse impact on its business, results

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of operations, financial condition and ability to make cash distributions to its unitholders. In addition, TEP’s long-term firm transportation and storage contracts obligate its customers to pay demand charges regardless of whether they transport or store natural gas or crude oil on its facilities, except for certain circumstances when TEP is unable to schedule the customer’s nomination for service. As a result, during the term of TEP’s long-term firm transportation and storage contracts and absent an event of force majeure, its revenues will generally depend on its customers’ financial condition and their ability to pay rather than upon the amount of natural gas or crude oil transported. Further, its contract counterparties may not perform or adhere to its existing or future contractual arrangements. Any material nonpayment or nonperformance by its contract counterparties due to inability or unwillingness to perform or adhere to contractual arrangements could have an adverse impact on its business, results of operations, financial condition and ability to make cash distributions to its unitholders.

The procedures and policies TEP uses to manage its exposure to credit risk, such as credit analysis, credit monitoring and, in some cases, requiring credit support, cannot fully eliminate counterparty credit risks. To the extent its procedures and policies prove to be inadequate, its financial and operational results may be negatively impacted.

Some of TEP’s counterparties may be highly leveraged or have limited financial resources and will be subject to their own operating and regulatory risks. Even if its credit review and analysis mechanisms work properly, TEP may experience financial losses in its dealings with such parties. As seen with the recent decline in crude oil prices, prices for crude oil and natural gas are subject to large fluctuations in response to relatively minor changes in supply and demand, market uncertainty and a variety of other factors that are beyond its control. Such volatility in commodity prices might have an impact on many of its counterparties and their ability to borrow and obtain additional capital on attractive terms, which, in turn, could have a negative impact on their ability to meet their obligations to TEP and may also increase the magnitude of these obligations.

Any material nonpayment or nonperformance by its counterparties could require TEP to pursue substitute counterparties for the affected operations, reduce operations or provide alternative services. There can be no assurance that any such efforts would be successful or would provide similar financial and operational results.

Constructing new assets subjects TEP to risks of project delays, cost overruns and lower-than-anticipated volumes of natural gas or crude oil once a project is completed. TEP’s operating cash flows from its capital projects may not be immediate or meet its expectations.

One of the ways TEP may grow its business is by constructing additions or modifications to its existing facilities. TEP also may construct new facilities, either near its existing operations or in new areas. For example, in 2013 TEP completed an expansion of its Casper and Douglas plants to increase processing capacity and upgrade compression. Pony Express substantially completed its approximately 698-mile crude oil pipeline commencing in Guernsey, Wyoming and terminating in Cushing, Oklahoma during 2014 and is currently constructing an approximately 66-mile lateral in Northeast Colorado. Construction projects require significant amounts of capital and involve numerous regulatory, environmental, political, legal and operational uncertainties, many of which are beyond its control. These projects also involve numerous economic uncertainties, including the impact of inflation on project costs and the availability of required resources.

TEP may be unable to complete announced construction projects, including the potential expansion of the Pony Express System announced in its public filings, on schedule, at the budgeted cost, or at all, which could have a material adverse effect on its business and results of operations. Moreover, TEP may not receive any material increase in operating cash flow from a project for some time. For instance, if TEP expands a pipeline or processing facility, the construction expenditures may occur over an extended period of time, yet TEP will not receive any material increases in cash flow until the project is completed and fully operational. In addition, its cash flow from a project may be delayed or may not meet its expectations. TEP’s project specifications and expectations regarding project cost, timing, asset performance, investment returns and other matters usually rely in part on the expertise of third parties such as engineers, technical experts and construction contractors. These estimates may prove to be inaccurate because of numerous operational, technological, economic and other uncertainties.

Index to Financial Statements

TEP relies in part on estimates from producers regarding the timing and volume of anticipated natural gas and crude oil production. Production estimates are subject to numerous uncertainties, all of which are beyond its control. These estimates may prove to be inaccurate, and new facilities may not attract sufficient volumes to achieve its expected cash flow and investment return.

TEP’s success depends on the supply and demand for natural gas and crude oil.

The success of its business is in many ways impacted by the supply and demand for natural gas and crude oil. For example, TEP’s business can be negatively impacted by sustained downturns in supply and demand for natural gas and crude oil in the markets that TEP serves, including reductions in its ability to renew contracts on favorable terms and to construct new infrastructure. One of the major factors that will impact natural gas demand will be the potential growth of the demand for natural gas in the power generation market, particularly driven by the speed and level of existing coal-fired power generation that is replaced with natural gas-fired power generation. One of the major factors impacting domestic natural gas and crude oil supplies has been the significant growth in unconventional sources such as shale plays and the continued progression of hydraulic fracturing technology. The supply and demand for natural gas and crude oil, and therefore the future rate of growth of its business, will depend on these and many other factors outside of its control, including, but not limited to:

TEP’s operations are subject to all the risks and hazards typically associated with transportation, storage and processing of natural gas and the transportation of crude oil. These operating risks include, but are not limited to:

Index to Financial Statements

For example, failures occurred on two separate pipeline segments of the TIGT System during 2013; one in Kimball County, Nebraska on May 4, 2013 and one in Goshen County, Wyoming on June 13, 2013. The failures both resulted in the release of natural gas. Both lines were promptly brought back into service and neither failure caused any known injuries, fatalities, fires or evacuations. The costs to repair or replace the damaged section in Kimball County, Nebraska were not material. In February 2014, TEP communicated to PHMSA that TEP’s investigation of the pipeline involved in the Kimball County failure is complete. TEP has since placed this line into oil service and restored pressure to full maximum allowable operating pressure. TEP is currently working with PHMSA to develop a plan to close the Corrective Action Order received from PHMSA regarding the Goshen County failure and is evaluating the cost of anticipated remediation activities.

TEP has also had four minor incidents on the Pony Express System that TEP reported to PHMSA during final commissioning and since the line has been placed into commercial service. On August 31, 2014 a leak occurred at the Sterling Pump Station in Logan County, Colorado, which resulted in a release of approximately 200 bbls of crude oil. The spill was entirely contained on Tallgrass property. On October 7, 2014 an overpressure event occurred upstream of the Lincoln Pump Station, which resulted in an overflow of the sump at the Lincoln Pump Station. On October 28, 2014, an overpressure situation occurred at the Cushing Terminal in Payne County, Oklahoma. On November 17, 2014, a leak occurred at the Sterling Pig Adapter in Logan County, Colorado due to a one inch valve that was inadvertently left in a partial open state. This incident resulted in a spill of approximately 119 bbls of crude oil. The Pony Express System is a newly commissioned crude oil pipeline and these integrity issues may continue for the foreseeable future.

These risks could result in substantial losses due to personal injury and/or loss of life, severe damage to and destruction of property and equipment and pollution or other environmental damage. The location of certain segments of TEP’s pipeline systems in or near populated areas, including residential areas, commercial business centers, industrial sites and other public gathering areas could increase the level of damages resulting from these risks. Despite the precautions TEP takes, events such as those described above could cause considerable harm to people or property, could result in loss of service available to customers, and could have a material adverse effect on its financial condition and results of operations and ability to make distributions to unitholders. In addition, maintenance, repair and remediation activities could result in service interruptions on segments of its systems or alter the operational profile of its systems. Potential impacts arising from these service interruptions or operational profile changes on segments of TEP’s systems could include, among others, limitations on its ability to satisfy customer requirements, obligations to provide reservation charge credits to customers in times of constrained capacity, and solicitation of existing customers by others for potential new projects that would compete directly with existing services.

TEP could be required by regulatory authorities to test or undertake modifications to its systems, operations or both that could result in a material adverse impact on its business, financial condition and results of operations. For example, TEP received a Corrective Action Order from PHMSA on June 19, 2013 directing TEP to take certain investigative, testing and corrective measures with regard to the segment of the TIGT pipeline that failed on June 13, 2013. Such actions, including those required by PHMSA, could materially and adversely impact its ability to meet contractual obligations and retain customers, with a resulting material adverse impact on its business and results of operations, and could also limit or prevent its ability to make quarterly cash distributions to its unitholders. Some or all of its costs arising from these operational risks may not be recoverable under insurance, contractual indemnification or increases in rates charged to its customers.

Index to Financial Statements

TEP is not insured or fully insured against all risks that could affect its business, including losses from environmental accidents. For example, TEP does not maintain business interruption insurance in the type and amount to cover all possible losses. In addition, TEP does not carry insurance for certain environmental exposures, including but not limited to potential environmental fines and penalties, certain business interruptions, named windstorm or hurricane exposures and, in limited circumstances, certain political risk exposures. Further, in the event there is a total or partial loss of one or more of its insured assets, any insurance proceeds that TEP may receive in respect thereof may be insufficient to effect a restoration of such asset to the condition that existed prior to such loss. In addition, TEP is either not insured or not fully insured with respect to the legal proceedings described in Note 17 – Legal and Environmental Matters to the consolidated financial statements included in this prospectus and may, depending upon the circumstances, need to pay self-insured retention amounts prior to having losses covered by the insurance providers. The occurrence of any operating risks not fully covered by insurance could have a material adverse effect on its business, financial condition, results of operations and cash flows.

Furthermore, TEP may not be able to maintain or obtain insurance of the type and amount it desires at reasonable rates, and it may elect to self-insure all or a portion of TEP’s risks of loss. As a result of market conditions, premiums and deductibles for certain types of insurance policies may substantially increase, and in some instances, certain types of insurance could become unavailable or available only for reduced amounts of coverage. Any insurance coverage TEP does obtain may contain large deductibles or fail to cover certain hazards or cover all potential losses.

TEP’s pipeline integrity program may impose significant costs and liabilities on TEP, while increased regulatory requirements relating to the integrity of its pipeline systems may require TEP to make additional capital and operating expenditures to comply with such requirements.

TEP is subject to extensive laws and regulations related to pipeline integrity. There are, for example, federal requirements set by PHMSA for owners and operators of natural gas and crude oil pipelines in the areas of pipeline design, construction, and testing, the qualification of personnel and the development of operations and emergency response plans. The rules require pipeline operators to develop integrity management programs to comprehensively evaluate their pipelines and take measures to protect pipeline segments located in what the rules refer to as High Consequence Areas, or HCAs.

Its pipeline operations are subject to pipeline safety regulations administered by PHMSA. These regulations, among other things, include requirements to monitor and maintain the integrity of its pipeline systems and determine the pressures at which its pipeline systems can operate. The Pipeline Safety Act of 2011 enacted January 3, 2012, amends the Pipeline Safety Improvement Act of 2002, or the Pipeline Safety Act of 2002, in a number of significant ways, including:

PHMSA published an advanced notice of proposed rule making in August 2011 to solicit comments on the need for changes to its safety regulations, including whether to revise integrity management requirements. On

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August 13, 2012, PHMSA published rules to update pipeline safety regulations to reflect provisions included in the Pipeline Safety Act of 2011, including increasing maximum civil penalties from $0.1 million to $0.2 million per violation per day of violation and from $1.0 million to $2.0 million as a maximum amount for a related series of violations as well as changing PHMSA’s enforcement process.

The ultimate costs of compliance with the integrity management rules are difficult to predict. The majority of the costs to comply with the rules are associated with pipeline integrity testing and the repairs found to be necessary. Changes such as advances of in-line inspection tools, identification of additional threats to a pipeline’s integrity and changes to the amount of pipe determined to be located in HCAs or expansion of integrity management requirements to areas outside of HCAs can have a significant impact on the costs to perform integrity testing and repairs. TEP is currently performing inspections on certain segments of the Trailblazer Pipeline that collectively total approximately 70-miles as part of TEP’s integrity management program to identify potential areas for replacement and repair. In connection with TEP’s acquisition of the Trailblazer Pipeline, Tallgrass Development agreed to contractually indemnify TEP for any out of pocket costs TEP incurs between April 1, 2014 and April 1, 2017 related to repairing or remediating the Trailblazer Pipeline, to the extent that such actions are necessitated by external corrosion caused by the pipeline’s disbonded Hi-Melt CTE coating. The contractual indemnity provided to TEP by Tallgrass Development is capped at $20 million and is subject to TEP’s first paying an annual $1.5 million deductible. TEP may not be able to recover any or all of such out of pocket costs that are not covered by this contractual indemnity from its customers unless and until TEP receives FERC approval to recover such costs through a general rate increase or other FERC-approved recovery mechanism. TEP plans to continue its pipeline integrity testing programs to assess and maintain the integrity of its existing and future pipelines as required by the DOT rules. The results of these tests could cause TEP to incur significant and unanticipated capital and operating expenditures for repairs or upgrades deemed necessary to ensure the continued safe and reliable operation of its pipelines, which expenditures could be material.

Further, additional laws, regulations and policies that may be enacted or adopted in the future or a new interpretation of existing laws and regulations could significantly increase the amount of these expenditures. For example, PHMSA issued an Advisory Bulletin in May 2012 which advised pipeline operators that they must have records to document the maximum allowable operating pressure for each section of their pipeline and that the records must be traceable, verifiable and complete. Locating such records and, in the absence of any such records, verifying maximum pressures through physical testing (including hydrotesting) or modifying or replacing facilities to meet the demands of verifiable pressures, could significantly increase TEP’s costs. TIGT continues to investigate and, when necessary, report to PHMSA the miles of pipeline for which it has incomplete records for MAOP. TEP is currently undertaking an extensive internal record review in view of the anticipated PHMSA annual reporting requirements. Additionally, failure to locate such records or verify maximum pressures could require TEP to operate at reduced pressures, which would reduce available capacity on its natural gas pipeline systems. These specific requirements do not currently apply to crude oil pipelines, but forthcoming regulations implementing the Pipeline Safety Act of 2012 likely will expand the scope of regulation applicable to crude oil pipelines. There can be no assurance as to the amount or timing of future expenditures required to comply with pipeline integrity regulation, and actual future expenditures may be different from the amounts TEP currently anticipates. Revised or additional regulations that result in increased compliance costs or additional operating restrictions could have a material adverse effect on its business, financial position, results of operations and prospects. In addition, TEP may be subject to enforcement actions and penalties for failure to comply with pipeline regulations.

On August 29, 2012, PHMSA notified TIGT that a report from an audit conducted in 2010 indicated a probable violation for failing to perform a periodic review of personnel responses to certain abnormal operations. Specifically, PHMSA cited to the operation of a relief valve on March 3, 2010. TIGT responded to the notice of probable violation and requested a hearing in a response filed with PHMSA on October 1, 2012. A hearing was held on January 15, 2013 and a Final Order was received on October 30, 2013 that required TEP to modify its operating procedures to further address Abnormal Operating Conditions. Failures occurred on two separate pipeline segments of the TIGT System during 2013; one in Kimball County, Nebraska on May 4, 2013 and one

Index to Financial Statements

in Goshen County, Wyoming on June 13, 2013. The failures both resulted in the release of natural gas. Both lines were promptly brought back into service and neither failure caused any known injuries, fatalities, fires or evacuations. The costs to repair or replace the damaged section in Kimball County, Nebraska were not material. In February 2014, TEP communicated to PHMSA that TEP’s investigation of the pipeline involved in the Kimball County failure is complete. TEP has since placed this line into oil service and restored pressure to full maximum allowable operating pressure. TEP is currently working with PHMSA to develop a plan to close the Corrective Action Order received from PHMSA regarding the Goshen County failure and is evaluating the cost of anticipated remediation activities.

TEP has also had four minor incidents on the Pony Express System that TEP reported to PHMSA during final commissioning and since the line has been placed into commercial service. On August 31, 2014 a leak occurred at the Sterling Pump Station in Logan County, Colorado, which resulted in a release of approximately 200 bbls of crude oil. The spill was entirely contained on Tallgrass property. On October 7, 2014 an overpressure event occurred upstream of the Lincoln Pump Station, which resulted in an overflow of the sump at the Lincoln Pump Station. On October 28, 2014, an overpressure situation occurred at the Cushing Terminal in Payne County, Oklahoma. On November 17, 2014, a leak occurred at the Sterling Pig Adapter in Logan County, Colorado due to a one-inch valve that was left in a partial open state. This incident resulted in a spill of approximately 119 bbls of crude oil. The Pony Express System is a newly commissioned crude oil pipeline and these integrity issues may continue for the foreseeable future. There can be no assurance as to the amount or timing of future expenditures required to remediate or resolve these issues, and actual future expenditures may be different from the amounts TEP currently anticipates. These integrity issues could have a material adverse effect on its business, financial position, results of operations and prospects.

Climate change regulation at the federal, state or regional levels could result in increased operating and capital costs for TEP.

Methane, a primary component of natural gas, and carbon dioxide, a byproduct of the burning of natural gas and products produced from crude oil, are examples of greenhouse gases, or GHGs. The United States Environmental Protection Agency, or the EPA, has determined that the emission of GHGs present an endangerment to public health and the environment because emissions of such gases contribute to the warming of the Earth’s atmosphere and other climatic changes. Various laws and regulations exist, or are under development that seek to regulate the emission of such GHGs, including the EPA programs to control GHG emissions and state actions to develop statewide or regional programs. In recent years, the U.S. Congress has considered, but not adopted, legislation to reduce emissions of GHGs.

Based on these findings, the EPA began adopting and implementing regulations to restrict the emission of GHGs under existing provisions of the federal Clean Air Act, or CAA, starting in 2011. The EPA has issued a final rule, known as the “Tailoring Rule,” that defines regulatory emission thresholds at which certain new and modified stationary sources are subject to permitting and other requirements for GHG emissions under the CAA’s Prevention of Significant Deterioration, or PSD, and Title V programs. The EPA has indicated in rule makings that it may reduce the current regulatory thresholds for GHGs, making additional sources subject to PSD permitting requirements. On June 23, 2014, the United States Supreme Court ruled that portions of EPA’s GHG regulatory program violated the CAA. Specifically, the Supreme Court determined that GHGs cannot independently trigger PSD permitting requirements. However, the Court held that certain PSD permitting requirements may apply to GHG emissions if emissions of another regulated pollutant, like sulfur dioxide or particulate matter, trigger PSD permitting. Additionally, the Supreme Court ruled that the Tailoring Rule thresholds violated the CAA, while suggesting that EPA could promulgate “de minimis” thresholds for GHGs. Further proceedings are ongoing in the United States Court of Appeals for the District of Columbia.

Some of TEP’s facilities emit GHGs in excess of the Tailoring Rule thresholds and have been required to obtain a Title V Permit that reflects this potential to emit GHGs. Although these existing facilities are not currently required to obtain a PSD permit containing enforceable limits on GHG emissions, any future modifications with a

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potential to emit GHGs above the applicable regulatory thresholds at the time of the application, and to emit a regulated non-GHG pollutant in excess of statutory thresholds as well, would require TEP to obtain a PSD permit containing enforceable limits on GHG emissions. TEP notes that, as described above, the Supreme Court’s recent decision on EPA’s GHG rules creates some uncertainty regarding applicable regulatory thresholds for GHG emissions for facilities that trigger permitting requirements based on emissions of non-GHG pollutants.

Additional direct regulation of GHG emissions in TEP’s industry may be implemented under other CAA programs, including the New Source Performance Standards, or NSPS, program. The EPA has already proposed to regulate GHG emissions from certain electric generating units under the NSPS program. While these proposed regulations for electric generating units would not apply to TEP’s operations, the EPA may propose to regulate additional sources under the NSPS program. For example, the EPA has proposed a rule that it calls the “Clean Power Plan” to compel state governments to reduce GHG emissions from sources within their jurisdictions. In addition, in 2009, the EPA published a final rule requiring that specified large GHG emissions sources annually report the GHG emissions for the preceding year in the United States. In 2010, the EPA published a final rule expanding its existing GHG emissions reporting rule for petroleum and natural gas facilities, including natural gas transportation compression facilities that emit 25,000 metric tons or more of carbon dioxide equivalent per year. The rule requires reporting of GHG emissions by regulated facilities to the EPA on an annual basis. Some of TEP’s facilities are required to report under this rule, and operational and/or regulatory changes could require additional facilities to comply with GHG emissions reporting requirements.

At the state level, more than one-third of the states, either individually or through multi-state regional initiatives, already have begun implementing legal measures to reduce emissions of GHGs, primarily through the planned development of emission inventories or regional greenhouse gas “cap and trade” programs. Many of these cap and trade programs work by requiring major sources of emissions, such as electric power plants, or major producers of fuels, such as refineries and gas processing plants, to acquire and surrender emission allowances. The number of allowances available for purchase is reduced each year in an effort to achieve the overall GHG emission reduction goal. Depending on the particular program, TEP could be required to purchase and surrender emission allowances and its customers may find it less attractive to produce, own, ship or have natural gas or crude oil processed or refined.

Because TEP’s operations, including its compressor stations and processing facilities, emit various types of GHGs, primarily methane and carbon dioxide, new legislation or regulation could increase its costs related to operating and maintaining its facilities, and could delay future permitting. Depending on the particular new law, regulation or program adopted, TEP could be required to incur capital expenditures for installation of new emission controls on its compressor stations and processing facilities, acquire and surrender allowances for its GHG emissions, pay taxes related to its GHG emissions and administer and manage a GHG emissions program. TEP is not able at this time to estimate such increased costs; however, they could be significant. While TEP may be able to include some or all of such increased costs in the rates charged by its pipelines, such recovery of costs is uncertain in all cases and may depend on events beyond its control including the outcome of future rate proceedings before the FERC and the provisions of any final legislation or other regulations.

Similarly, while TEP may be able to recover some or all of such increased costs in the rates charged by its processing facilities, such recovery of costs is uncertain and may depend on the terms of its contracts with its customers. Any of the foregoing could have a material adverse effect on its business, financial position, results of operations and prospects. To the extent financial markets view climate change and greenhouse gas emissions as a financial risk, this could materially and adversely impact its cost of and access to capital. Legislation or regulations that may be adopted to address climate change, or incentives to conserve energy or use alternative energy sources, could also affect the markets for its services by making natural gas and crude oil products less desirable than competing sources of energy.

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TEP’s operations are subject to governmental laws and regulations relating to the protection of the environment, which may expose it to significant costs, liabilities and expenditures that could exceed its current expectations.

Substantial costs, liabilities, delays and other significant issues related to environmental laws and regulations are inherent in natural gas transportation, storage and processing and crude oil transportation operations, and as a result, TEP may be required to make substantial expenditures that could exceed current expectations. TEP’s operations are subject to extensive federal, state, and local laws and regulations governing health and safety aspects of its operations, environmental protection, including the discharge of materials into the environment, and the security of chemical and industrial facilities. These laws include, but are not limited to, the following:

Various governmental authorities, including but not limited to the EPA, the U.S. Department of the Interior, the U.S. Department of Homeland Security, and analogous Federal, State and local agencies have the power to enforce compliance with these laws and regulations and the permits and related plans issued under them,

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oftentimes requiring difficult and costly actions. Failure to comply with these laws, regulations, permits, plans and agreements may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations, the imposition of stricter conditions on or revocation of permits, the issuance of injunctions limiting or preventing some or all of TEP’s operations, and delays in granting permits.

There is inherent risk of the incurrence of environmental costs and liabilities in TEP’s business, some of which may be material, due to its handling of the products it transports, processes and stores, air emissions related to its operations, historical industry operations, and waste disposal practices, and the prior use of flow meters and manometers containing mercury. Joint and several, strict liability may be incurred without regard to fault under certain environmental laws and regulations, including but not limited to CERCLA, RCRA and analogous state laws, for the remediation of contaminated areas and in connection with spills or releases of materials associated with oil, natural gas and wastes on, under, or from TEP’s properties and facilities. TEP is currently conducting remediation at several sites to address contamination. For 2014, TEP spent approximately $270,000 and for 2015 has budgeted approximately $691,000 for these ongoing environmental remediation projects. Private parties, including but not limited to the owners of properties through which TEP’s pipelines pass and facilities where its wastes are taken for reclamation or disposal, may have the right to pursue legal actions to enforce compliance as well as to seek damages for non-compliance with environmental laws, regulations and permits issued thereunder, or for personal injury or property damage arising from its operations. Some sites at which TEP operates are located near current or former third-party hydrocarbon storage and processing or natural gas operations or facilities, and there is a risk that contamination has migrated from those sites to ours that could result in remedial action. In addition, increasingly strict laws, regulations and enforcement policies could materially increase its compliance costs and the cost of any remediation that may become necessary. TEP’s insurance does not cover all environmental risks and costs and may not provide sufficient coverage if an environmental claim is made against TEP.

In June 2013, the EPA extended its National Enforcement Initiatives, enforcement priorities list, including an initiative related to Energy Extraction Activities, for 2014 through 2016. TEP cannot predict what the results of the current initiative or any future initiative will be, or whether federal, state or local laws or regulations will be enacted in this area. If new regulations are imposed related to oil and gas extraction, the volumes of natural gas and crude oil that TEP transports and/or processes could decline and its results of operations could be materially adversely affected.

TEP’s business may be materially and adversely affected by changed regulations and increased costs due to stricter pollution control requirements or liabilities resulting from non-compliance with required operating or other regulatory permits or plans developed thereunder. Also, TEP might not be able to obtain or maintain from time to time all required environmental regulatory approvals for its operations, or may have to implement contingencies or conditions in order to obtain such approvals. If there is a delay in obtaining any required environmental regulatory approvals, or if TEP fails to obtain and comply with them, the operation or construction of its facilities could be prevented or become subject to additional costs, resulting in potentially material adverse consequences to its business, financial condition, results of operations and cash flows.

TEP is also generally responsible for all liabilities associated with the environmental condition of its facilities and assets, whether acquired or developed, regardless of when the liabilities arose and whether they are known or unknown. In connection with certain acquisitions and divestitures, TEP could acquire, or be required to provide indemnification against, environmental liabilities that could expose TEP to material losses, which may not be covered by insurance. In addition, the steps TEP could be required to take to bring certain facilities into compliance could be prohibitively expensive, and TEP might be required to shut down, divest or alter the operation of those facilities, which might cause TEP to incur losses. For example, in August 2011, the U.S. EPA and the Wyoming Department of Environmental Quality conducted an inspection of the Leak Detection and Repair Program, or LDAR, at the Casper Plant in Wyoming. In September 2011, Tallgrass Midstream, LLC received a letter from the U.S. EPA alleging violations of the Standards of Performance of Equipment Leaks for Onshore Natural Gas Processing Plant requirements under the CAA. Tallgrass Midstream, LLC received a letter

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from the U.S. EPA concerning settlement of this matter in April 2013 and received additional settlement communications from the U.S. EPA and Department of Justice beginning in July 2014. Settlement negotiations are continuing, including attempted resolution of more recently identified LDAR issues. TEP is not currently able to estimate the costs that may be associated with a settlement or other resolution of this matter, which could be substantial.

TEP has agreed to a number of conditions in its environmental permits and associated plans, approvals and authorizations that require the implementation of environmental habitat restoration, enhancement and other mitigation measures that involve, among other things, ongoing maintenance and monitoring. Governmental authorities may require, and community groups and private persons may seek to require, additional mitigation measures in the future to further protect ecologically sensitive areas where TEP currently operates, and would operate if its facilities are extended or expanded, or if TEP constructs new facilities, and TEP is unable to predict the effect that any such measures would have on its business, financial position, results of operations or prospects.

Further, such existing laws and regulations may be revised or new laws or regulations may be adopted or become applicable to TEP. In addition to potential GHG regulations, there may also be potential regulations under the NSPS and/or the maximum available control technology standard that may affect TEP. The trend in environmental regulation is to place more restrictions and limitations on activities that may affect the environment. There can be no assurance as to the amount or timing of future expenditures for environmental compliance or remediation, and actual future expenditures may be materially different from the amounts TEP currently anticipates. Revised or additional regulations that result in increased compliance costs or additional operating restrictions, particularly if those costs are not fully recoverable from its customers, could have a material adverse effect on its business, financial position, results of operations and prospects.

Increased regulation of hydraulic fracturing and other oil and natural gas processing operations could affect TEP’s operations and result in reductions or delays in production by its customers, which could have a material adverse impact on its revenues.

A portion of TEP’s customers’ oil and natural gas production is developed from unconventional sources, such as shales, that require hydraulic fracturing as part of the completion process. Hydraulic fracturing involves the injection of water, sand and chemicals under pressure into shale formations to stimulate production. Hydraulic fracturing is currently exempt from federal regulation pursuant to the federal Safe Drinking Water Act, or the SDWA (except when the fracturing fluids or propping agents contain diesel fuels, and EPA released guidance on the permitting of wells that use diesel fuels during hydraulic fracturing activities in February 2014), because hydraulic fracturing is excluded from the SDWA definition of “underground injection” and therefore is not subject to permitting and federal regulatory control pursuant to SDWA. However, public concerns have been raised related to its potential environmental impact. Additional federal, state and local laws and regulations to more closely regulate hydraulic fracturing have been considered and, in some cases, adopted and implemented. For example, from time to time, legislation to further regulate hydraulic fracturing has been proposed in Congress, including repeal of the SDWA exemption for hydraulic fracturing, as well as to require disclosure for chemicals used in hydraulic fracturing. An EPA investigation requested by a committee of the House of Representatives to assess the potential environmental effects of hydraulic fracturing on drinking water and groundwater is underway, with a first progress report outlining work currently underway by the agency released on December 21, 2012, and a final draft report drawing conclusions about the potential impacts of hydraulic fracturing on drinking water resources was expected to be available for public comment and peer review in 2014, although it has not yet been released. Reports prepared by the U.S. Department of Energy’s Shale Gas Subcommittee could also lead to further restrictions on hydraulic fracturing. In addition, EPA has announced its intention to propose regulations under the CWA regarding wastewater discharges from hydraulic fracturing and other gas production and, on May 9, 2014, EPA issued an Advance Notice of Proposed Rulemaking under Section 8 of the Toxic Substances Control Act, or the TSCA, to seek public comment on hydraulic fracturing chemical information that could be reported and disclosed under TSCA.

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Apart from federal legislation and EPA regulations, other federal agencies and states have proposed or adopted legislation or regulations restricting hydraulic fracturing. On May 24, 2013, the U.S. Department of Interior published a proposed rule in the Federal Register that includes disclosure requirements and other mandates for hydraulic fracturing on federal lands. Some states have already imposed disclosure requirements associated with hydraulic fracturing, including states in which TEP operates.

Moreover, some state and local authorities have considered or imposed new laws and rules related to hydraulic fracturing, including additional permit requirements, operational restrictions, chemical disclosure obligations and temporary or permanent bans or, in municipal settings, time, place and manner restrictions, on hydraulic fracturing in certain jurisdictions or in environmentally sensitive areas. For example, Wyoming, Kansas, Colorado, North Dakota, Montana, and Oklahoma have imposed regulations regarding disclosure of information regarding chemicals in well stimulation operations. The Governor of Colorado recently announced that he would form a task force to consider additional regulation of oil and gas activities, including hydraulic fracturing. Although TEP does not have operations in the State of New York, the Governor of New York announced in December 2014 that hydraulic fracturing would be banned in that state. Many local governments have restricted or banned hydraulic fracturing within their jurisdictions, including some in states in which TEP operates.

State and federal regulatory agencies recently have focused on a possible connection between the operation of injection wells used for oil and gas waste waters and an observed increase in minor seismic activity and tremors. When caused by human activity, such events are called induced seismicity. In a few instances, operators of injection wells in the vicinity of minor seismic events have reduced injection volumes or suspended operations, often voluntarily. A 2012 report published by the National Academy of Sciences concluded that only a very small fraction of the tens of thousands of injection wells have been suspected to be, or have been, the likely cause of induced seismicity. However, some state regulatory agencies have modified their regulations to account for induced seismicity. For example, the Texas Railroad Commission rules allow the Commission to modify, suspend, or terminate a permit based on a determination that the permitted activity is likely to be contributing to seismic activity. Regulatory agencies are continuing to study possible linkage between injection activity and induced seismicity.

TEP cannot predict whether any additional federal, state or local laws or regulations will be enacted in this area and if so, what their provisions would be. If additional levels of reporting, regulation or permitting moratoria were required or imposed related to hydraulic fracturing, the volumes of crude oil and natural gas that TEP transports may decline and its results of operations could be materially and adversely affected. Further, additional state legislation or regulation may impact any potential expansion plans by delaying implementation or requiring additional approvals or modifications to expansion plans.

In addition, the EPA approved final rules that establish new air emission controls for oil and natural gas production, pipelines and processing operations that became effective on October 15, 2012. For new or reworked hydraulically fractured gas wells, the rules require the control of emissions through flaring or reduced emission, or green, completions until January 1, 2015. As of 2015, the rule requires the use of green completions by all such wells except wildcat (exploratory) and delineation gas wells and low reservoir pressure non-wildcat and non-delineation gas wells. The rules also establish specific new requirements regarding emissions from wet seal and reciprocating compressors at production facilities, gathering systems, boosting facilities and onshore natural gas processing plants, effective October 15, 2012, and from pneumatic controllers and storage vessels at production facilities, gathering systems, boosting facilities and onshore natural gas processing plants, effective October 15, 2013. In addition, the rules revise existing requirements for volatile organic compound emissions, or VOCs, from equipment leaks at onshore natural gas processing plants by lowering the leak definition for valves from 10,000 parts per million to 500 parts per million and requiring the monitoring of connectors, pumps, pressure relief devices and open-ended lines, effective October 15, 2012. These rules may therefore require a number of modifications to TEP’s and TEP’s customers’ operations, including the installation of new equipment to control emissions. In October 2012 several challenges to EPA’s rules were filed by various parties, including

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environmental groups and industry associations. In a January 1, 2013 unopposed motion to hold this litigation in abeyance, EPA indicated that it may reconsider some aspects of the rule and has since reconsidered certain aspects of the rule. The case is currently in abeyance and EPA may reconsider other aspects of the rule. Depending on the outcome of such proceedings, the rules may be modified or rescinded or EPA may issue new rules, the costs of compliance with any modified or newly issued rules cannot be predicted. Additionally, EPA has signaled its intent to regulate emissions of methane and volatile organic compounds from the oil and gas sector as a measure to implement President Obama’s Climate Action Plan. EPA has released a series of white papers addressing methane reductions from the oil and gas sector. On January 14, 2015, the Obama Administration announced that EPA will propose a rule in the summer of 2015 to set standards for methane and VOC emissions from new and modified sources in the oil and gas sector, including transmission. A final rule is expected in 2016. The Administration’s announcement also stated that other federal agencies, including the Bureau of Land Management, the PHMSA, and the Department of Energy will impose new or more stringent regulations on the oil and gas sector that will have the effect of reducing methane emissions. Depending on whether rules are promulgated and the applicability and restrictions in any promulgated rule, compliance with such rules could result in additional costs, including increased capital expenditures and operating costs. While TEP is not able at this time to estimate such additional costs, as is the case with similarly situated entities in the industry, they could be significant for TEP. Compliance with such rules may also make it more difficult for TEP’s customers to operate, thereby reducing the volume of natural gas or crude oil transported through its pipelines or the volumes of natural gas it processes, which may adversely affect its business. Compliance with such rules could also generally result in additional costs, including increased capital expenditures and operating costs, for TEP and its customers, which could have a material adverse effect on its business.

Potential increased costs as a result of EPA regulation of internal combustion engines could be significant.

Internal combustion engines used in TEP’s operations are also subject to EPA regulation under the CAA. The EPA published new regulations on emissions of hazardous air pollutants from reciprocating internal combustion engines on August 20, 2010. On January 14, 2013, the EPA signed a final rule amending these regulations and it was published in the Federal Register on January 30, 2013. The EPA also revised the NSPS for stationary compression ignition and spark ignition internal combustion engines on June 28, 2011 and made minor amendments, included in the January 14, 2013 final rule. Compliance with these new regulations may require significant capital expenditures for physical modifications and may require operational changes as well. TEP anticipates modest future cost increases for compliance with these rules, as activities such as routine major engine overhauls or facility permitting changes could subject existing engines to rule requirements which were not previously applicable.

A certain amount of natural gas and crude oil may be lost or unaccounted for in normal operations in connection with their transportation across a pipeline system. Under its tariffs and contractual arrangements with its customers TEP is entitled to retain a specified volume of natural gas and crude oil in order to compensate TEP for such lost and unaccounted for volumes, as well as the natural gas used to run its natural gas compressor stations, which TEP refers to collectively as fuel usage. TEP’s pipeline tariffs, other than the Trailblazer Pipeline’s, do not contain fuel usage true-up mechanisms. The use of fuel (natural gas, electric and lost and unaccounted for gas) trackers on the Trailblazer Pipeline, while minimizing risk over time, nevertheless leaves the Trailblazer Pipeline exposed to the possibility of under- or over-collections on an annual basis. The level of lost and unaccounted for volumes, and natural gas fuel usage, on TEP’s pipeline systems may exceed the natural gas and crude oil volumes retained from its customers as compensation for its lost and unaccounted for volumes, and fuel usage, pursuant to its tariffs and contractual agreements, and it may be necessary to purchase natural gas or crude oil in the market to make up for the difference, which exposes TEP to commodity price risk. Future exposure to the volatility of natural gas and crude oil prices as a result of lost and unaccounted for volume imbalances could have a material adverse effect on its business, financial condition, results of operations and ability to make quarterly cash distributions to its unitholders.

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TEP has certain long term fixed priced natural gas and crude oil transportation contracts that cannot be adjusted even if its costs increase, and TEP has certain crude oil transportation contracts that contain favored nation provisions that could require rate decreases if other similarly situated shippers are paying lower rates. As a result, its costs could exceed its revenues.

Approximately one-third of TEP’s contracted natural gas transportation firm capacity is provided under long-term, fixed price “negotiated rate” contracts that are not subject to adjustment, even if its cost to perform such services exceeds the revenues received from such contracts, and, as a result, its costs could exceed its revenues received under such contracts. It is possible that costs to perform services under TEP’s “negotiated rate” contracts will exceed the negotiated rates. If this occurs, it could decrease the cash flow realized by TEP’s assets and, therefore, the cash it has available for distributions to its unitholders. Under FERC policy, a regulated service provider and a customer may mutually agree to sign a contract for service at a “negotiated rate,” which is fixed between the natural gas pipeline and the shipper for the contract term and does not necessarily vary with changes in the level of cost-based “recourse rates,” provided that the affected customer is willing to agree to such rates and that the FERC has approved the negotiated rate agreement. These “negotiated rate” contracts are not generally subject to adjustment for increased costs which could be caused by inflation or other factors relating to the specific facilities being used to perform the services. Any shortfall of revenue, representing the difference between “recourse rates” (if higher) and negotiated rates, under current FERC policy, may be recoverable from other shippers in certain limited circumstances. For example, the FERC may recognize this shortfall in the determination of prospective rates in a future rate case.

Approximately 90% of TEP’s crude oil pipeline capacity is provided to committed shippers under long-term “Throughput and Deficiency Agreements” or “TDAs.” Rates under the TDAs are typically subject to increase only through the FERC annual index process. TEP generally cannot file for rate increases outside of the annual FERC adjustment process with respect to committed shippers who have signed TDAs. Some of the TDAs also contain favored nations provisions which could result in lower rates being charged to certain committed shippers to ensure that the rates such shippers are paying are no greater than ninety to one hundred percent of the rates being charged to other similarly situated shippers for similar service at similar volumes and terms.

Any significant and prolonged change in or stabilization of natural gas prices could have a negative impact on TEP’s natural gas storage business.

Historically, natural gas prices have been seasonal and volatile, which has enhanced demand for TEP’s storage services. The natural gas storage business has benefited from significant price fluctuations resulting from seasonal price sensitivity, which impacts the level of demand for its services and the rates it is able to charge for such services. On a system-wide basis, natural gas is typically injected into storage between April and October when natural gas prices are generally lower and withdrawn during the winter months of November through March when natural gas prices are typically higher. However, the market for natural gas may not continue to experience volatility and seasonal price sensitivity in the future at the levels previously seen. If volatility and seasonality in the natural gas industry decrease, because of increased production capacity or otherwise, then demand for TEP’s storage services and the prices that it will be able to charge for those services may decline.

In addition to volatility and seasonality, an extended period of high natural gas prices would increase the cost of acquiring base gas and likely place upward pressure on the costs of associated storage expansion activities. Alternatively, an extended period of low natural gas prices could adversely impact storage values for some period of time until market conditions adjust. These commodity price impacts could have a negative impact on its business, financial condition, results of operations and ability to make distributions.

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Certain portions of TEP’s transportation, storage and processing facilities have been in service for several decades. There could be unknown events or conditions or increased maintenance or repair expenses and downtime associated with its facilities that could have a material adverse effect on its business and results of operations.

Significant portions of TEP’s transportation, storage and processing systems have been in service for several decades. The age and condition of its facilities could result in increased maintenance or repair expenditures, and any downtime associated with increased maintenance and repair activities could materially reduce its revenue. Any significant increase in maintenance and repair expenditures or loss of revenue due to the age or condition of its facilities could adversely affect its business and results of operations and its ability to make cash distributions to its unitholders.

Restrictions in TEP’s revolving credit facility could adversely affect its business, financial condition, results of operations and ability to make quarterly cash distributions to its unitholders.

TEP’s revolving credit facility also contains covenants requiring it to maintain certain financial ratios. Its ability to meet those financial ratios and tests can be affected by events beyond its control, and TEP cannot assure us that it will meet those ratios and tests.

The provisions of TEP’s revolving credit facility may affect its ability to obtain future financing and pursue attractive business opportunities and its flexibility in planning for, and reacting to, changes in business conditions. In addition, a failure to comply with the provisions of its revolving credit facility, including a failure to meet the required financial ratios and tests, could result in a default or an event of default that could enable its lenders to restrict or prohibit its ability to make quarterly distributions and declare the outstanding principal of that debt, together with accrued and unpaid interest, to be immediately due and payable. If the payment of its debt is accelerated, its assets may be insufficient to repay such debt in full, and its unitholders could experience a partial or total loss of their investment.

TEP’s future debt levels may limit its flexibility to obtain financing and to pursue other business opportunities.

TEP’s level of debt could have important consequences to TEP, including the following:

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Its ability to service its debt will depend upon, among other things, its future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond its control. If its operating results are not sufficient to service its current or future indebtedness, TEP will be forced to take actions such as reducing distributions, reducing or delaying its business activities, acquisitions, investments or capital expenditures, selling assets or seeking additional equity capital. TEP may not be able to effect any of these actions on satisfactory terms or at all.

Increases in interest rates could adversely impact demand for TEP’s storage capacity, its unit price, its ability to issue equity or incur debt for acquisitions or other purposes and its ability to make cash distributions at its intended levels.

There is a financing cost for TEP’s customers to store natural gas in its storage facilities. That financing cost is impacted by the cost of capital or interest rate incurred by the customer in addition to the commodity cost of the natural gas in inventory. Absent other factors, a higher financing cost adversely impacts the economics of storing natural gas for future sale. As a result, a significant increase in interest rates could adversely affect the demand for its storage capacity independent of other market factors.

In addition, interest rates on future credit facilities and debt offerings could be higher than current levels, causing its financing costs to increase accordingly. As with other yield-oriented securities, its unit price is impacted by the level of its cash distributions and implied distribution yield. The distribution yield is often used by investors to compare and rank yield- oriented securities for investment decision-making purposes. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in TEP’s units, and a rising interest rate environment could have an adverse impact on its unit price, its ability to issue equity or incur debt for acquisitions or other purposes and its ability to make cash distributions at its intended levels.

Difficult conditions in the global capital markets, the credit markets and the economy in general could negatively affect its business and results of operations.

TEP’s business may be negatively impacted by adverse economic conditions or future disruptions in the global financial markets. Included among these potential negative impacts are reduced energy demand and lower prices for its services and increased difficulty in collecting amounts owed to TEP by its customers which could reduce its access to credit markets, raise the cost of such access or require TEP to provide additional collateral to its counterparties. TEP’s ability to access available capacity under its revolving credit facility could be impaired if one or more of its lenders fails to honor its contractual obligation to lend to TEP. If financing is not available when needed, or is available only on unfavorable terms, TEP may be unable to implement its business plans or otherwise take advantage of business opportunities or respond to competitive pressures.

The amount of cash TEP has available for distribution to unitholders depends primarily on its cash flow rather than on its profitability, which may prevent it from making distributions, even during periods in which TEP records net income.

The amount of cash TEP has available for distribution depends primarily upon its cash flow and not solely on profitability, which will be affected by non-cash items. As a result, TEP may make cash distributions during periods when its records losses for financial accounting purposes and may not make cash distributions during periods when it records net earnings for financial accounting purposes.

The lack of diversification of TEP’s assets and geographic locations could adversely affect its ability to make distributions to its common unitholders.

TEP relies primarily on revenues generated from transportation, storage and processing systems that it owns, which are primarily located in the Rocky Mountain and Midwest regions of the United States. Due to its

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lack of diversification in assets and geographic location, an adverse development in these businesses or its areas of operations, including adverse developments due to catastrophic events, weather, regulatory action and decreases in demand for crude oil or natural gas, could have a significantly greater impact on its results of operations and cash available for distribution to its common unitholders than if TEP maintained more diverse assets and locations.

TEP does not own most of the land on which its natural gas and crude oil pipeline systems and Midstream Facilities are located, which could disrupt its operations and subject it to increased costs.

TEP does not own most of the land on which its pipeline systems and Midstream Facilities have been constructed, and TEP is therefore subject to the possibility of more onerous terms and/or increased costs to retain necessary land use if TEP does not have valid rights-of-way, if such rights-of-way lapse or terminate or if its facilities are not properly located within the boundaries of such rights-of-way. For example, the West Frenchie Draw treating facility is located on land leased from the Wyoming Board of Land Commissioners pursuant to a contract that can be terminated at any time. Although many of these rights are perpetual in nature, TEP occasionally obtains the right to construct and operate pipelines on other owners’ land for a specific period of time. If TEP was to be unsuccessful in renegotiating rights-of-way, it might incur increased costs to maintain its pipeline systems, which could have a material adverse effect on its business, results of operations, financial condition and ability to make distributions to its unitholders. In addition, TEP is subject to the possibility of increased costs under its rental agreements with landowners, primarily through rental increases and renewals of expired agreements.

Some rights-of-way for its pipeline systems and other real property assets are shared with other pipeline systems and other assets owned by third parties. TEP or owners of the other pipeline systems may not have commenced or concluded eminent domain proceedings for some rights-of-way. In some instances, lands over which rights-of-way have been obtained are subject to prior liens which have not been subordinated to the right-of-way grants.

TEP’s interstate natural gas pipeline systems have federal eminent domain authority. Whether TEP has the power of eminent domain for the Pony Express crude oil pipeline varies from state to state, depending upon the laws of the particular state. Regardless, TEP must compensate landowners for the use of their property, which may include any loss of value to the remainder of their property not being used by TEP, which are sometimes referred to as “severance damages.” Severance damages are often difficult to quantify and their amount can be significant. In eminent domain actions, such compensation may be determined by a court. TEP’s inability to exercise the power of eminent domain could negatively affect its business if TEP were to lose the right to use or occupy the property on which its crude oil or natural gas pipeline systems are located.

TEP’s operations are dependent on its rights and ability to receive or renew the required permits and other approvals from governmental authorities and other third parties.

Performance of its operations requires that TEP obtain and maintain numerous environmental and land use permits and other approvals authorizing its business activities. A decision by a governmental authority or other third party to deny, delay or restrictively condition the issuance of a new or renewed permit or other approval, or to revoke or substantially modify an existing permit or other approval, could have a material adverse effect on its ability to initiate or continue operations at the affected location or facility. Expansion of its existing operations is also predicated on securing the necessary environmental or land use permits and other approvals, which TEP may not receive in a timely manner or at all.

In order to obtain permits and renewals of permits and other approvals in the future, TEP may be required to prepare and present data to governmental authorities pertaining to the potential adverse impact that any proposed pipeline or processing-related activities may have on the environment, individually or in the aggregate, including on public and Indian lands. Certain approval procedures may require preparation of archaeological surveys,

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endangered species studies and other studies to assess the environmental impact of new sites or the expansion of existing sites. Compliance with these regulatory requirements is expensive and significantly lengthens the time needed to develop a site or pipeline alignment. Also, obtaining or renewing required permits or other approvals is sometimes delayed or prevented due to community opposition and other factors beyond TEP’s control. The denial of a permit or other approval essential to its operations or the imposition of restrictive conditions with which it is not practicable or feasible to comply could impair or prevent its ability to develop or expand a property or right-of-way. Significant opposition to a permit or other approval by neighboring property owners, members of the public or non-governmental organizations, or other third parties or delay in the environmental review and permitting process also could impair or delay TEP’s ability to develop or expand a property or right-of-way. New legal requirements, including those related to the protection of the environment, could be adopted at the federal, state and local levels that could materially adversely affect TEP’s operations (including its ability to store, transport or process natural gas or crude oil or the pace of storing, transporting or processing natural gas or crude oil), its cost structure or its customers’ ability to use its services. Such current or future regulations could have a material adverse effect on its business and TEP may not be able to obtain or renew permits or other approvals in the future.

A shortage of skilled labor in the midstream industry could reduce labor productivity and increase costs, which could have a material adverse effect on TEP’s business and results of operations.

The transportation, storage and processing of natural gas, the transportation of crude oil and the fractionation of NGLs requires skilled laborers in multiple disciplines such as equipment operators, mechanics and engineers, among others. If TEP experiences shortages of skilled labor in the future, its labor and overall productivity or costs could be materially and adversely affected. If TEP’s labor prices increase or if it experiences materially increased health and benefit costs for employees, its results of operations could be materially and adversely affected.

If TEP fails to develop or maintain an effective system of internal controls, it may not be able to report its financial results accurately or prevent fraud, which would likely have a negative impact on the market price of its common units.

Upon the completion of its initial public offering, TEP became subject to the public reporting requirements of the Securities Exchange Act of 1934, as amended. Effective internal controls are necessary for TEP to provide reliable financial reports, prevent fraud and to operate successfully as a publicly traded partnership. TEP’s efforts to develop and maintain its internal controls may not be successful, and TEP may be unable to maintain effective controls over its financial processes and reporting in the future or to comply with its obligations under Section 404 of the Sarbanes-Oxley Act of 2002, which TEP refers to as Section 404. For example, Section 404 requires TEP, among other things, to annually review and report on, and its independent registered public accounting firm to attest to, the effectiveness of its internal controls over financial reporting (except for the requirement for an auditor’s attestation report, as described below). Any failure to develop, implement or maintain effective internal controls or to improve TEP’s internal controls could harm its operating results or cause it to fail to meet its reporting obligations. Given the difficulties inherent in the design and operation of internal controls over financial reporting, TEP can provide no assurance as to its, or its independent registered public accounting firm’s, conclusions about the effectiveness of its internal controls, and TEP may incur significant costs in its efforts to comply with Section 404. Ineffective internal controls will subject TEP to regulatory scrutiny and a loss of confidence in TEP’s reported financial information, which could have an adverse effect on its business and would likely have a negative effect on the trading price of its common units.

For as long as TEP is an emerging growth company, TEP will not be required to comply with certain disclosure requirements that apply to other public companies.

In April 2012, President Obama signed into law the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as TEP remains an “emerging growth company” as defined in the JOBS Act, TEP intends to continue taking

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advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to provide an auditor’s attestation report on management’s assessment of the effectiveness of its system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in its periodic reports. TEP will remain an emerging growth company for up to five full fiscal years, although TEP will lose that status sooner if it has more than $1.0 billion of revenues in a fiscal year, has more than $700 million in market value of its limited partner interests held by non-affiliates on the last business day of the most recently completed second fiscal quarter, or issues more than $1.0 billion of non-convertible debt over a three-year period.

To the extent that TEP relies on any of the exemptions available to emerging growth companies, you will receive less information about its executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find TEP’s common units to be less attractive as a result, there may be a less active trading market for its common units and its trading price may be more volatile.

TEP’s election to take advantage of the JOBS Act extended accounting transition period may make its financial statements more difficult to compare to other public companies.

Pursuant to the JOBS Act, as an “emerging growth company,” TEP must make an election to opt in or opt out of the extended transition period for any new or revised accounting standards that may be issued by the Public Company Accounting Oversight Board (PCAOB) or the SEC. TEP has elected to take advantage of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, TEP can, for so long as TEP is an “emerging growth company,” adopt the standard for private companies. This may make comparison of its financial statements with any other public company that either is not an “emerging growth company” or has opted out of using the extended transition period difficult or impossible as a result of TEP’s use of different accounting standards.

The outcome of future rate cases will determine the amount of income taxes that TEP will be allowed to recover.

In May 2005, the FERC issued a statement of general policy permitting a pipeline to include in its cost-of-service computations an income tax allowance provided that an entity or individual has an actual or potential income tax liability on income from the pipeline’s public utility assets. The extent to which owners of pipelines have such actual or potential income tax liability will be reviewed by the FERC on a case-by-case basis in rate cases where the amounts of the allowances will be established. An adverse determination by the FERC with respect to this issue could have a material adverse effect on TEP’s revenues, earnings and cash flows.

TEP’s business could be negatively impacted by security threats, including cyber security threats, and related disruptions.

TEP relies on its information technology infrastructure to process, transmit and store electronic information, including information it uses to safely operate its assets. TEP may face cyber security and other security threats to its information technology infrastructure, which could include threats to its operational and safety systems that operate its pipelines, plants and assets. TEP could face unlawful attempts to gain access to its information technology infrastructure, including coordinated attacks from hackers, whether state-sponsored groups, “hacktivists,” or private individuals. The age, operating systems or condition of its current information technology infrastructure and software assets and its ability to maintain and upgrade such assets could affect its ability to resist cyber security threats. TEP could also face attempts to gain access to information related to its assets through attempts to obtain unauthorized access by targeting acts of deception against individuals with legitimate access to physical locations or information, otherwise known as “social engineering.”

TEP’s information technology infrastructure is critical to the efficient operation of its business and essential to its ability to perform day-to-day operations. Breaches in its information technology infrastructure or physical

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facilities, or other disruptions, could result in damage to its assets, service interruptions, safety incidents, damage to the environment, potential liability or the loss of contracts, and have a material adverse effect on its operations, financial position, results of operations and prospects.

If TEP is unable to protect its information and telecommunication systems against disruptions or failures, its operations could be disrupted.

TEP relies extensively on computer systems to process transactions, maintain information and manage its business. Disruptions in the availability of its computer systems could impact its ability to service its customers and adversely affect its sales and results of operations. TEP is dependent on internal and third party information technology networks and systems, including the Internet and wireless communications, to process, transmit and store electronic information. Its computer systems are subject to damage or interruption due to system replacements, implementations and conversions, power outages, computer or telecommunication failures, computer viruses, security breaches, catastrophic events such as fires, tornadoes, snowstorms and floods and usage errors by its employees. If TEP’s computer systems are damaged or cease to function properly, it may have to make a significant investment to fix or replace them, and TEP may have interruptions in its ability to service its customers. Although TEP attempts to eliminate or reduce these risks by using redundant systems, this disruption caused by the unavailability of its computer systems could nevertheless significantly disrupt its operations or may result in financial damage or loss due to, among other things, lost or misappropriated information.

As our only cash-generating assets at the closing of this offering will consist of our partnership interest in Tallgrass Equity and its related direct and indirect interests in TEP, our tax risks are primarily derivative of the tax risks associated with an investment in TEP.

The tax treatment of TEP depends on its status as a partnership for U.S. federal income tax purposes, as well as it not being subject to a material amount of entity-level taxation by individual states. If the Internal Revenue Service (“IRS”) were to treat TEP as a corporation or TEP becomes subject to additional amounts of entity-level taxation for state or foreign tax purposes, it would reduce the amount of cash available for distribution to us and increase the portion of our distributions treated as taxable dividends.

Upon completion of this offering, we will own a % membership interest in Tallgrass Equity, which will directly own the Acquired TEP Units and indirectly own all of TEP’s IDRs and TEP’s approximate 1.39% general partner interest. Accordingly, the value of our indirect investment in TEP, as well as the anticipated after-tax economic benefit of an investment in our Class A shares, depends largely on TEP being treated as a partnership for federal income tax purposes, which requires that 90% or more of TEP’s gross income for every taxable year consist of qualifying income, as defined in Section 7704 of the Internal Revenue Code of 1986, as amended, or the Code.

Despite the fact that TEP is a limited partnership under Delaware law and, unlike us, has not elected to be treated as a corporation for federal income tax purposes, it is possible, under certain circumstances, for TEP to be treated as a corporation for federal income tax purposes. A change in TEP’s business could cause it to be treated as a corporation for federal income tax purposes or otherwise subject it to federal income taxation as an entity. For example, TEP would be treated as a corporation if less than 90% of its gross income for any taxable year consists of “qualifying income” within the meaning of Section 7704 of the Internal Revenue Code.

If TEP were treated as a corporation for federal income tax purposes, it would pay federal income tax on its taxable income at the corporate tax rate, which is currently a maximum of 35%, and would likely pay state income taxes at varying rates. Distributions to TEP’s partners, including Tallgrass Equity, would generally be

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taxed again as corporate distributions, and no income, gains, losses or deductions would flow through to TEP’s partners. Because a tax would be imposed upon TEP as a corporation, its cash available for distribution would be substantially reduced. Therefore, treatment of TEP as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to us, likely causing a substantial reduction in the value of our Class A shares.

Current law may change, causing TEP to be treated as a corporation for federal income tax purposes or otherwise subjecting TEP to entity-level taxation. In addition, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise and other forms of taxation. Imposition of any entity-level taxes on TEP will reduce its cash available for distribution to its partners.

TEP’s partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects TEP to taxation as a corporation or otherwise subjects TEP to entity-level taxation for federal income tax purposes, TEP’s minimum quarterly distribution and target distribution amounts will be adjusted to reflect the impact of that law on TEP. If this were to happen, the amount of distributions Tallgrass Equity receives from TEP and our resulting cash flows could be reduced substantially, which would adversely affect our ability to pay distributions.

Moreover, if TEP were treated as a corporation we would not be entitled to the deductions associated with our initial acquisition of interests in Tallgrass Equity or subsequent exchanges of retained Tallgrass Equity interests and Class B shares for our Class A shares. As a result, if TEP were treated as a corporation, (i) our liability for taxes would likely be higher, further reducing our cash available for distribution and (ii) a greater portion of the cash we are able to distribute would be treated as a taxable dividend.

We may incur substantial corporate income tax liabilities on our allocable share of TEP income.

We anticipate that available deductions will offset our taxable income for, at a minimum, each of the periods ending December 31, 2015, 2016 and 2017. This expectation is subject to numerous assumptions, including TEP’s earnings from its operations, the amount of those earnings allocated to us, the amount of distributions paid to us by TEP, and that there will not be an issuance of significant additional units by TEP without a corresponding increase in the aggregate tax deductions generated by TEP. These assumptions are subject to, among other things, numerous business, economic, regulatory, legislative, competitive and political uncertainties beyond our control. Further, our expectation is based on current tax law and tax reporting positions that we and TEP will adopt and with which the IRS could disagree. We are classified as a corporation for U.S. federal income tax purposes and, in most states in which TEP does business, for state income tax purposes. To the extent that TEP allocates to us net taxable income in any year, current law provides that we will be subject to U.S. federal income tax at rates of up to 35% (and a 20% alternative minimum tax in certain cases), and to state income tax at rates that vary from state to state. The amount of cash available for distribution to you will be reduced by the amount of any such income taxes payable by us for which we establish reserves.

The tax treatment of publicly traded partnerships such as TEP could be subject to potential legislative, judicial, or administrative changes and differing interpretations, possibly on a retroactive basis.

The present U.S. federal income tax treatment of publicly traded partnerships, including TEP, may be modified by legislative, judicial, or administrative changes, or interpretations of applicable law at any time. Any modifications to the U.S. federal income tax laws that may be applied retroactively or prospectively could make it more difficult or impossible to meet the expectation of future cash distributions or reduce the cash available for distributions to our shareholders. For example, from time to time, the President or members of Congress propose and consider substantive changes to the existing federal income tax laws that affect publicly traded partnerships. One such recent legislative proposal would have eliminated, and the President proposed in his recently issued

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budget proposal to eliminate, the qualifying income exception upon which TEP relies for its treatment as a partnership for U.S. federal income tax purposes. TEP is unable to predict whether any of these changes or any other proposals will be reintroduced or will ultimately be enacted. Any such changes could negatively impact the value of our indirect investment in TEP. Any modification to the U.S. federal income tax laws may be applied retroactively and could make it more difficult or impossible to meet the exception for certain publicly traded partnerships to be treated as partnerships for U.S. federal income tax purposes.

The sale or exchange of 50% or more of TEP’s capital and profits interests during any twelve-month period will result in its termination as a partnership for federal income tax purposes.

TEP will be considered to have technically terminated as a partnership for U.S. federal income tax purposes if there is a sale or exchange of 50% or more of the total interests in its capital and profits within a twelve-month period. Tallgrass Development and its direct and indirect owners own a substantial interest in the capital and profits of TEP. Therefore, a transfer by them of all or a portion of their interests in TEP could result in a termination of TEP for U.S. federal income tax purposes. For purposes of determining whether the 50% threshold has been met, multiple sales of the same interest will be counted only once. TEP’s termination would, among other things, result in a deferral of depreciation deductions allowable in computing TEP’s taxable income. A deferral of depreciation deductions could increase the amount of taxable income allocated to us from TEP which could increase our tax liabilities and thereby reduce the amount of cash available for distribution. TEP’s termination currently would not affect its classification as a partnership for federal income tax purposes, but could cause it to be subject to penalties if it were unable to determine that a termination occurred.

Taxable gain or loss on the sale of our Class A shares could be more or less than expected.

If a holder sells our Class A shares, the holder will recognize a gain or loss equal to the difference between the amount realized and the holder’s tax basis in those Class A shares. To the extent that the amount of our distributions exceeds our current and accumulated earnings and profits, the distributions will be treated as a tax free return of capital and will reduce a holder’s tax basis in the Class A shares. We do not expect to have any earnings and profits for, at a minimum, each of the periods ending December 31, 2015, 2016 and 2017. Because our distributions in excess of our earnings and profits decrease a holder’s tax basis in Class A shares, such excess distributions will result in a corresponding increase in the amount of gain, or a corresponding decrease in the amount of loss, recognized by the holder upon the sale of the Class A shares. Please read “Material U.S. Federal Income Tax Consequences—Consequences to U.S. Holders—Gain on Disposition of Class A Shares” for a further discussion of the foregoing.

Our current tax treatment may change, which could affect the value of our Class A shares or reduce our cash available for distribution.

Our expectation that we will have available deductions that will offset a substantial portion of our taxable income and that our distributions will not constitute taxable dividends for, at a minimum, each of the periods ending December 31, 2015, 2016, and 2017, is based on current law, including with respect to the amortization of basis adjustments associated with our acquisition of interests in Tallgrass Equity. Similarly, our expectation that exchanges by the Exchange Right Holders of their retained interests in Tallgrass Equity and Class B shares in us for our Class A shares in the future will result in additional tax deductions is based on current law with respect to such exchanges. Changes in federal income tax law relating to such tax treatment could result in (i) our being subject to additional taxation at the entity level with the result that we would have less cash available for distribution and (ii) a greater portion of our distributions being treated as taxable dividends. Moreover, we are subject to tax in numerous jurisdictions. Changes in current law in these jurisdictions, particularly relating to the treatment of deductions attributable to acquisitions of interests in Tallgrass Equity, could result in our being subject to additional taxation at the entity level with the result that we would have less cash available for distribution.

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Any decrease in our Class A share price could adversely affect our amount of cash available for distribution.

Changes in certain market conditions may cause our Class A share price to decrease. If the Exchange Right Holders exchange their retained interests in Tallgrass Equity and Class B shares in us for our Class A shares at a point in time when our Class A share price is below the price at which Class A shares are being sold in this offering, the ratio of our income tax deductions to gross income would decline. This decline could result in our being subject to tax sooner than expected, our tax liability being greater than expected, or a greater portion of our distributions being treated as taxable dividends.

The IRS Form 1099-DIV that you receive from your broker may over-report your dividend income with respect to our shares for U.S. federal income tax purposes, and failure to report your dividend income in a manner consistent with the IRS Form 1099-DIV that you receive from your broker may cause the IRS to assert audit adjustments to your U.S. federal income tax return. If you are a non-U.S. holder of our shares, your broker or other withholding agent may overwithhold taxes from dividends paid to you, in which case you generally would have to timely file a U.S. tax return or an appropriate claim for refund in order to claim a refund of the overwithheld taxes.

Distributions we pay with respect to our shares will constitute “dividends” for U.S. federal income tax purposes only to the extent of our current and accumulated earnings and profits. Distributions we pay in excess of our earnings and profits will not be treated as “dividends” for U.S. federal income tax purposes; instead, they will be treated first as a tax-free return of capital to the extent of your tax basis in your shares and then as capital gain realized on the sale or exchange of such shares. Please read “Material U.S. Federal Income Tax Consequences.” We may be unable to timely determine the portion of our distributions that is a “dividend” for U.S. federal income tax purposes.

If you are a U.S. holder of our Class A shares, the IRS Form 1099-DIV may not be consistent with our determination of the amount that constitutes a “dividend” to you for U.S. federal income tax purposes or you may receive a corrected IRS Form 1099-DIV (and you may therefore need to file an amended federal, state or local income tax return). We will attempt to timely notify you of available information to assist you with your income tax reporting (such as posting the correct information on our website). However, the information that we provide to you may be inconsistent with the amounts reported to you by your broker on IRS Form 1099-DIV, and the IRS may disagree with any such information and may make audit adjustments to your tax return.

If you are a non-U.S. holder of our Class A shares, “dividends” for U.S. federal income tax purposes will be subject to withholding of U.S. federal income tax at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty) unless the dividends are effectively connected with your conduct of a U.S. trade or business. Please read “Material U.S. Federal Income Tax Consequences—Consequences to Non-U.S. Holders.” In the event that we are unable to timely determine the portion of our distributions that is a “dividend” for U.S. federal income tax purposes, or your broker or withholding agent chooses to withhold taxes from distributions in a manner inconsistent with our determination of the amount that constitutes a “dividend” for such purposes, your broker or other withholding agent may overwithhold taxes from distributions paid to you. In such a case, you generally would have to timely file a U.S. tax return or an appropriate claim for refund in order to obtain a refund of the overwithheld tax.

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All statements included in this prospectus, other than statements of historical fact, are forward-looking statements, including but not limited to statements incorporating the words “anticipate,” “believe,” “estimate,” “expect,” “plan,” “intend” and “forecast,” as well as similar expressions and statements regarding our or TEP’s business strategy, plans and objectives for future operations. The absence of such words, expressions or statements, however, does not mean that the statements are not forward-looking. Any such forward-looking statements reflect our current views with respect to future events, based on what we believe are reasonable assumptions. Certain factors could cause actual results or outcomes to differ materially from the results or outcomes anticipated in the forward-looking statements. The most important of these factors include, but are not limited to:

Other factors described elsewhere in this prospectus, or factors that are unknown or unpredictable, could also have a material adverse effect on future results. Please read “Risk Factors.” Except as required by applicable securities laws, we do not intend to update these forward-looking statements and information.

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We are a Delaware limited partnership formed in February 2015. Although we were formed as a limited partnership, we will elect to be taxed as a corporation for U.S. federal income tax purposes.

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For purposes of any transfer or exchange of Tallgrass Equity units initially owned by the Exchange Right Holders and our Class B shares, the Tallgrass Equity limited liability company agreement and our partnership agreement will contain provisions effectively linking each such Tallgrass Equity unit with one of our Class B shares. Class B shares cannot be transferred without transferring an equal number of Tallgrass Equity units and vice versa.

The holders of interests in Tallgrass Equity units, including us, will be subject to tax on their proportionate share of any taxable income of Tallgrass Equity and will be allocated their proportionate share of any taxable loss of Tallgrass Equity. The Tallgrass Equity limited liability company agreement provides, to the extent cash is available, for tax related distributions pro rata to the holders of Tallgrass Equity units if we, as the managing member of Tallgrass Equity, determine that the taxable income of Tallgrass Equity will give rise to taxable income for a Tallgrass Equity unitholder. Generally, these tax distributions will be computed based on our estimate of the taxable income of Tallgrass Equity that is allocable to a holder of Tallgrass Equity units, multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate prescribed for an individual resident in New York, New York (taking into account the non-deductibility of certain expenses and the character of Tallgrass Equity’s income).

We may accumulate cash balances in future years resulting from distributions from Tallgrass Equity. To the extent we do not distribute such cash balances as a distribution on our Class A shares and instead decide to hold or re-contribute such cash balances to Tallgrass Equity for use in its operations, holders who exchange Tallgrass Equity units and Class B shares for Class A shares in the future could also benefit from any value attributable to such accumulated cash balances.

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We will contribute the net proceeds of this offering to Tallgrass Equity in exchange for Tallgrass Equity’s issuance to us of Tallgrass Equity units.

At the closing of this offering, Tallgrass Equity intends to enter into a new $ million revolving credit facility, as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—New Tallgrass Equity Revolving Credit Facility,” and to borrow approximately $ million, the proceeds of which will be used, together with the net proceeds from this offering that Tallgrass Equity receives from us, to purchase TEP common units from Tallgrass Development at $ per TEP common unit. Tallgrass Equity intends to distribute the remaining proceeds, if any, to the Exchange Right Holders.

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The historical financial data of TEP, the predecessor of TEGP, presented in the table below is derived from and should be read in conjunction with TEP’s historical audited financial statements and the accompanying notes included elsewhere in this prospectus. You should also read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” There have been no material changes to the capitalization of TEP since December 31, 2014, however, we anticipate the TEP Equity Offering will close on February 27, 2015. The financial data presented in the table below does not give effect to the issuance of any TEP common units or repayment of debt under TEP’s revolving credit facility, in each case in connection with the anticipated closing of the TEP Equity Offering.

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Purchasers of Class A shares in this offering will experience immediate and substantial dilution in the net tangible book value per share for accounting purposes. Dilution is the amount by which the offering price paid by the purchasers of Class A shares sold in this offering will exceed the pro forma net tangible book value per Class A share after the offering. Pro forma net tangible book value per share is determined by dividing our pro forma tangible net worth (tangible assets less total liabilities) by the total number of shares outstanding after giving effect to the Reorganization Transactions. Our pro forma net tangible book value as of December 31, 2014 would have been approximately $ million, or $ per share, after giving effect to the Reorganization Transactions. The pro forma net tangible book value per Class A share assumes the underwriters’ option to purchase additional Class A shares is not exercised. The following table illustrates the per share dilution to new investors purchasing Class A shares in this offering:

The following table summarizes the total number of Class B shares to be owned by the Exchange Right Holders, the total number of Class A shares to be owned by new investors in this offering, and the total consideration paid by both. The price per Class A share shown as paid by new investors in the table below is $ per share, the midpoint of the price range set forth on the cover page of this prospectus, as calculated before deduction of estimated underwriting discounts and commissions and offering expenses.

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You should read the following discussion of our cash distribution policy in conjunction with the more detailed information regarding the factors and assumptions upon which our cash distribution policy is based in “—Assumptions and Considerations Related to the Estimated Minimum Cash Available for Distribution by Tallgrass Equity Based upon Estimated Minimum TEP Adjusted EBITDA” below. In addition, you should read “Forward-Looking Statements” and “Risk Factors” for information regarding statements that do not relate strictly to historical or current facts and material risks inherent in our and TEP’s business.

For additional information regarding our historical operating results, you should refer to TEP’s audited historical financial statements for the year ended December 31, 2014 included elsewhere in this prospectus.

Rationale for Our Cash Distribution Policy. Our partnership agreement will require us to distribute all of our available cash quarterly. Generally, our available cash is all cash on hand at the date of determination of available cash for the distribution in respect of such quarter (including expected distributions from Tallgrass Equity in respect of such quarter) after the payment of our expenses and the establishment of cash reserves. Our partnership agreement will not restrict our ability to borrow to pay distributions.

Our cash flow is generated solely from distributions we receive from Tallgrass Equity. Tallgrass Equity currently receives all of its cash flows from distributions on its direct and indirect partnership interests in TEP. Tallgrass Equity is therefore entirely dependent upon the ability of TEP to make cash distributions to its partners. We currently have no independent operations. Accordingly, we believe we will initially have low cash requirements. Therefore, we believe that our investors are best served by our distributing all of our available cash to our Class A shareholders as described below.

Restrictions and Limitations on Our Cash Distribution Policy. There is no guarantee that our Class A shareholders will receive quarterly distributions from us or that we will receive quarterly distributions from Tallgrass Equity. Neither we nor TEP have a legal obligation to pay distributions, except as provided in our partnership agreements.

The requirements in our and TEP’s partnership agreements to distribute all of our respective available cash quarterly are subject to certain restrictions. These restrictions include the following:

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Our Cash Distribution Policy Limits Our Ability to Grow. Because we distribute all of our available cash, our growth may not be as fast as the growth of businesses that reinvest their available cash to expand ongoing operations. In fact, because currently our only cash-generating assets are indirect partnership interests in TEP, our growth will be completely dependent upon TEP. The amount of cash distributions Tallgrass Equity receives from TEP is based on TEP’s per unit distribution paid on each TEP common unit. Accordingly, the cash distributions Tallgrass Equity receives from TEP are primarily a function of (i) TEP’s per unit distribution amount, (ii) the number of TEP units outstanding and (iii) the number of TEP units owned directly or indirectly by Tallgrass Equity. An increase in any factor (assuming the other factors remain constant or increase) will generally result in an increase in the amount of cash distributions Tallgrass Equity receives from TEP, a portion of which we, in turn, receive from Tallgrass Equity. Please read “Tallgrass Energy Partners, LP’s Cash Distribution Policy.” If we issue additional shares or we were to incur debt or be required to pay taxes, the payment of distributions on those additional shares, interest on that debt or payment of such taxes could increase the risk that we will be unable to maintain or increase our cash distribution levels. There will be no limitations in our partnership agreement on our ability to incur indebtedness or to issue additional shares, including shares ranking senior to our Class A shares.

TEP’s Ability to Grow is Dependent on its Ability to Access External Growth Capital. Consistent with the terms of its partnership agreement, TEP distributes its available cash each quarter to its partners. In determining the amount of cash available for distribution, TEP sets aside cash reserves, which it uses, among other things, to fund a portion of its acquisitions and growth capital expenditures. Additionally, TEP relies upon external financing sources, including commercial borrowings and other debt and equity issuances, to fund its acquisition and growth capital expenditures. Accordingly, to the extent TEP does not have sufficient cash reserves or is unable to finance growth externally, its ability to grow will likely be impaired. If TEP issues additional units, the payment of distributions on those additional units may increase the risk that TEP will be

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unable to maintain or increase its per unit distribution amount, which in turn may impact the available cash Tallgrass Equity receives from TEP and we have to distribute to our Class A shareholders. There are no current limitations in TEP’s partnership agreement on its ability to incur indebtedness or to issue additional units, including units ranking senior to its common units. The incurrence of additional debt by TEP to finance its growth strategy would result in increased interest expense to TEP, which in turn may reduce its cash distributions to Tallgrass Equity and reduce the available cash that we have to distribute to our Class A shareholders.

The IDRs that Tallgrass Equity Indirectly Owns May Be Limited or Modified Without Your Consent. Upon completion of this offering, we will own a % membership interest in Tallgrass Equity, which indirectly owns all of the IDRs, which entitle Tallgrass Equity to receive increasing percentages (up to a maximum of 48%, to the extent not modified) of any cash distributed by TEP in excess of $0.3048 per TEP unit in any quarter. The majority of the cash flow Tallgrass Equity receives from TEP is provided by these IDRs. For the year ended December 31, 2014, approximately % of the pro forma cash that Tallgrass Equity would have received from TEP would have been attributable to its ownership of the IDRs.

TEP, like other publicly traded partnerships, will generally only undertake an acquisition or expansion capital project if, after giving effect to related costs and expenses, the transaction would be expected to be accretive, meaning it would increase cash distributions per unit in future periods. Because Tallgrass Equity currently participates in the IDRs at the highest sharing level, it is harder for an acquisition or capital project to show accretion for the common unitholders of TEP than if the IDRs received less incremental cash flow. Tallgrass Equity may determine, in certain cases, to propose a reduction to the IDRs to facilitate a particular acquisition or expansion capital project. Such a reduction may relate to all of the cash flow on the IDRs or only to the expected cash flow from the transaction and may be either temporary or permanent in nature. Any such reduction of the IDRs will reduce the amount of cash that would have otherwise been distributed by Tallgrass Equity to us, which will in turn reduce the cash distributions we would otherwise be able to pay to you.

Our general partner has the right to approve any waiver, reduction, limitation or modification to TEP’s IDRs without the consent of our shareholders. In determining whether or not to approve any such modification, our general partner’s board of directors may consider whatever information it subjectively believes is adequate in making such determination and must make such determination in “good faith” as such term is defined under applicable Delaware law and in our partnership agreement. Any determination with respect to such modification could include consideration of one or more financial cases based on a number of business, industry, economic, legal, regulatory and other assumptions applicable to the proposed transaction. The assumptions will generally involve current estimates of future conditions, which are difficult to predict and realization of many of the assumptions will be beyond our general partner’s control. Moreover, the uncertainty and risk of inaccuracy associated with any financial projection will increase with the length of the forecasted period. To the extent such assumptions are not realized, the expected benefits from increases in distributions from TEP to Tallgrass Equity may not materialize, and our distributions to our Class A shareholders may be reduced.

For the twelve month period ending June 30, 2016, we expect to pay cash distributions of $ per Class A share, which represents an average quarterly distribution of $ per Class A share during the period. This equates to an average aggregate cash distribution of approximately $ million per quarter, or approximately $ million per year. Tallgrass Equity intends to use the proceeds it receives from us (together with borrowings of $ million under the Tallgrass Equity revolving credit facility) to purchase the Acquired TEP Units. Tallgrass Equity intends to distribute any remaining proceeds to the Exchange Right Holders. We will use the net proceeds resulting from any issuance of Class A shares upon the exercise of the underwriters’ option to purchase additional membership interests in Tallgrass Equity from the Exchange Right Holders. As a result, the exercise of the underwriters’ option to purchase additional Class A shares will not have an impact on the expected per share distributions to be received by holders of Class A shares.

Index to Financial Statements

Our ability to make cash distributions at the estimated distribution rate for the twelve month period ending June 30, 2016 will be subject to the factors described above under the caption “—General—Restrictions and Limitations on Our Cash Distribution Policy.” We cannot assure you that any distributions will be declared or paid by us. Please read “Risk Factors—Risks Inherent in an Investment in Us—Our only cash-generating assets are our interests in Tallgrass Equity and therefore our cash flow will be entirely dependent upon the ability of TEP to make cash distributions to Tallgrass Equity, and the ability of Tallgrass Equity to make cash distributions to us.”

We will pay our cash distributions within 55 days after the end of each fiscal quarter to holders of record on the applicable record date. If the distribution date does not fall on a business day, we will make the distribution on the business day immediately following the indicated distribution date. We will pay you a prorated cash distribution for the first quarter that we are a publicly traded partnership. This prorated cash distribution will be paid for the period beginning on the closing date of this offering and ending on the last day of that fiscal quarter. Any distributions received by Tallgrass Equity from TEP and TEP GP related to periods prior to the closing of this offering will be paid to Tallgrass Development and the Exchange Right Holders, respectively.

The following table sets forth the number of Class A shares expected to be outstanding upon the completion of this offering (including upon any exercise of the underwriters’ option to purchase additional Class A shares) and the estimated aggregate distribution amounts payable on our Class A shares for the twelve month period ending June 30, 2016, at $ per Class A share (representing an average quarterly distribution of $ per Class A share during the period).

Our cash distributions will not be cumulative. Consequently, if we do not pay distributions on our Class A shares with respect to any fiscal quarter or for the twelve month period ending June 30, 2016 at the estimated cash distribution rate, our Class A shareholders will not be entitled to receive such payments in the future.

Our cash distribution policy will be consistent with the terms of our partnership agreement, which requires that we distribute our available cash quarterly. Under our partnership agreement, available cash will be defined to mean generally, for each fiscal quarter, all cash on hand at the date of determination of available cash in respect of such quarter (including expected distributions from Tallgrass Equity in respect of such quarter), less the amount of cash reserves established by our general partner, which will not be subject to a cap, to:

Our available cash will also include cash on hand resulting from borrowings made after the end of the quarter.

Index to Financial Statements

Our partnership agreement will provide that any determination made by our general partner in its capacity as our general partner, including a determination with respect to establishing cash reserves, must be made in “good faith” and that any such determination will not be the subject of any other standard imposed by our partnership agreement, the Delaware limited partnership statute or any other law, rule or regulation or at equity. Our partnership agreement will also provide that, in order for a determination by our general partner to be made in “good faith,” our general partner must subjectively believe that the determination is in our best interests.

Like us, TEP is required pursuant to its partnership agreement to distribute its available cash to its partners on a quarterly basis. Under TEP’s partnership agreement, available cash is defined to generally mean, for each fiscal quarter, cash generated from TEP’s business in excess of the amount TEP GP determines is necessary or appropriate to provide for the proper conduct of its business, to comply with applicable law or any agreement binding on TEP and its subsidiaries and to provide for future distributions to TEP’s unitholders for any one or more of the upcoming four quarters. TEP GP’s determination of available cash takes into account the possibility of establishing cash reserves in some quarterly periods that it may use to pay cash distributions in other quarterly periods, thereby enabling it to maintain relatively consistent cash distribution levels even if TEP’s business experiences fluctuations in its cash from operations due to seasonal and cyclical factors. TEP GP’s determination of available cash also allows TEP to maintain reserves to provide funding for its growth opportunities, and it has been a historical practice of TEP to reserve some of its available cash to fund growth projects. TEP makes its quarterly distributions from cash generated from its operations, and those distributions have grown over time as its business has grown, primarily as a result of numerous acquisitions and organic expansion projects that have been funded through external financing sources and cash from operations.

The following table sets forth, for the periods indicated, the amount of quarterly cash distributions TEP paid on each of its partnership interests, including the IDRs and general partner interest, with respect to the quarter indicated. The actual cash distributions paid by TEP to its partners occur within 45 days after the end of each quarter. Since its initial public offering, TEP has increased its quarterly cash distribution by approximately 69% from $0.2875 per common unit, or $1.15 on an annualized basis, to $0.4850 per common unit, or $1.94 on an annualized basis, for the quarter ended December 31, 2014. Such increase equates to a compounded annual growth rate in TEP distributions of approximately 42%.

Index to Financial Statements

In the sections that follow, we present the basis for our belief that we will be able to pay cash distributions of $ per Class A share for the twelve month period ending June 30, 2016. In those sections, we present two tables, consisting of:

References to pro forma financial statements refer to the pro forma financial statements included elsewhere in this prospectus.

Our pro forma available cash for the year ended December 31, 2014 would have been approximately $ million. This amount would not have been sufficient for us to pay our estimated aggregate cash distribution of approximately $ million on all of our Class A shares for such period.

Pro forma cash available for distribution includes estimated incremental general and administrative services, which we expect will initially be approximately $2.0 million per year, for recurring costs associated with being a separate publicly traded entity, including expenses associated with (i) compensation for new directors, (ii) incremental director and officer liability insurance, (iii) listing on the NYSE, (iv) investor relations, (v) legal, (vi) tax and (vii) accounting. All of these anticipated expenses, other than income taxes payable by us, will be borne by Tallgrass Equity. Please read “Certain Relationships and Related Party Transactions—Omnibus Agreement.”

The pro forma estimated amounts, upon which pro forma cash available for distribution is based, were derived from the audited financial statements and pro forma financial statements included elsewhere in this prospectus. However, cash available for distribution is generally a cash accounting concept, while our pro forma financial statements have been prepared on an accrual basis. We derived the amounts of pro forma cash available for distribution in the manner described in the table below.

Index to Financial Statements

The following table illustrates, on a pro forma basis, for the year ended December 31, 2014, the amount of cash that would have been available for distribution to our Class A shareholders. Certain of the pro forma adjustments presented below are explained in the accompanying footnotes.

Index to Financial Statements

Estimated Minimum TEP Adjusted EBITDA Necessary for Us to Pay the Aggregate Estimated Distribution for the Twelve-Month Period Ending June 30, 2016

In the table below, we show the minimum Adjusted EBITDA that TEP would need to generate during the twelve month period ending June 30, 2016 in order for us to receive from Tallgrass Equity the $ million necessary for us to be able to pay cash distributions of $ per share on all of our Class A shares for the period.

Please read “—Assumptions and Considerations Related to the Estimated Minimum Cash Available for Distribution by Tallgrass Equity Based upon Estimated Minimum TEP Adjusted EBITDA” for a discussion of the material assumptions underlying our belief that TEP will be able to generate sufficient Adjusted EBITDA to provide us with the estimated minimum cash distributions. Although we believe that these assumptions are reasonable in light of our current expectations regarding future events, the assumptions underlying the estimated minimum cash distributions to be received from TEP are inherently uncertain and are subject to significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those we anticipate. If the estimated minimum TEP Adjusted EBITDA is not achieved, we may not be able to make cash distributions of $ per Class A share on all of our Class A shares for the period. Consequently, the statement that we believe that cash distributions from TEP will be sufficient to allow us to pay the aggregate estimated distribution on all of our Class A shares for the twelve month period ending June 30, 2016 should not be regarded as a representation by us or the underwriters or any other person that we will declare and make such distributions.

The statements made below are forward-looking statements and should be read together with the historical and pro forma financial statements and the accompanying notes included elsewhere in this prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The accompanying prospective information was prepared in accordance with TEP’s and our accounting policies; however, it was not prepared with a view toward compliance with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In the view of our management, the prospective financial information has been prepared on a reasonable basis, and presents, to the best of management’s knowledge and belief, the assumptions on which we base our belief that TEP can generate the estimated minimum Adjusted EBITDA necessary for us to have sufficient cash available for distributions to pay the initial quarterly distribution to all of our Class A shareholders. This information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this prospectus are cautioned not to place undue reliance on the prospective financial information.

The prospective financial information included in this prospectus has been prepared by, and is the responsibility of, our management. Neither PricewaterhouseCoopers LLP nor any other independent accountant has examined, compiled nor performed any procedures with respect to the accompanying prospective financial information and, accordingly, neither PricewaterhouseCoopers LLP nor any other independent accountant expresses an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP reports included in this offering document relate only to the historical information of TEP and TEGP. Such reports do not extend to the prospective financial information and should not be read to do so.

When reading these sections, you should keep in mind the risk factors and other cautionary statements under “Risk Factors” in this prospectus. Any of these factors or the other risks discussed in this prospectus could cause TEP’s or our financial condition and consolidated results of operations to vary significantly from those set forth below.

We do not undertake any obligation to release publicly the results of any future revisions we may make to the estimated cash available for distribution or to update our estimate to reflect events or circumstances after the date of this prospectus.

Index to Financial Statements

Assumptions and Considerations Related to the Estimated Minimum Cash Available for Distribution by Tallgrass Equity Based upon Estimated Minimum TEP Adjusted EBITDA

In order for us to have sufficient available cash to pay the aggregate estimated cash distribution on all of our outstanding Class A shares for the twelve month period ending June 30, 2016, we will need to receive cash distributions from Tallgrass Equity of at least $ million. We base this amount on the number of our Class A shares outstanding at the closing of this offering, which we assume will remain constant through the end of the period. We have established the estimated distribution on the assumption that TEP’s per unit distribution during the period will be $2.45 (which represents an average quarterly distribution of $0.6125 per common unit during the period), which takes into account anticipated increases to TEP’s most recent announced distribution based on the anticipated impact of TEP’s potential acquisition of an additional 33.3% membership interest in Pony Express. In order for Tallgrass Equity to pay us at least $ million in cash distributions, we calculate that TEP will need to generate Adjusted EBITDA of at least $236.6 million for the twelve month period ending June 30, 2016, as compared to Adjusted EBITDA of $109.9 million for the year ended December 31, 2014.

TEP’s estimated minimum Adjusted EBITDA of $236.6 million for the twelve month period ending June 30, 2016 disclosed in the table is only intended to be an indicator or benchmark of the amount management considers to be the lowest amount of TEP Adjusted EBITDA needed to generate sufficient available cash to make cash distributions to our Class A shareholders of $ per Class A share for the twelve month period ending June 30, 2016. The baseline estimate of TEP revenues and Adjusted EBITDA should not be viewed as management’s full projection of TEP’s expected operating results and financial performance for the period, nor is such baseline estimate intended to modify or replace the guidance that TEP has previously provided publicly. Management of TEP believes that TEP’s Adjusted EBITDA for the twelve month period ending June 30, 2016 will exceed the amount presented in the table above.

Index to Financial Statements

The following table compares assumed segment Adjusted EBITDA in each of TEP’s reportable business segments for the twelve-month period ending June 30, 2016 to the historical financials for the year ended December 31, 2014:

For more information regarding Segment Adjusted EBITDA and TEP Adjusted EBITDA, please read “Selected Historical and Pro Forma Financial and Operating Data—Non-GAAP Financial Measures.”

The following table compares assumed volumes and operational data by segment for the twelve-month period ending June 30, 2016 to the historical volumes and operational data for the year ended December 31, 2014:

We estimate that TEP will need to generate approximately $607.6 million in revenues for the twelve-month period ending June 30, 2016 in order to generate TEP Adjusted EBITDA of at least $236.6 million. This compares to revenues of approximately $371.6 million for the year ended December 31, 2014. The assumed increase in revenues is primarily attributable to increased revenues in the Crude Oil Transportation & Logistics segment, as discussed more fully below.

TEP’s business operations are conducted primarily under long-term, fixed-fee arrangements with its customers. TEP’s assumed revenues have been estimated by considering the firm contracted capacity under our transportation, storage and processing agreements, forecasted processing volumes with respect to our current reserved capacity at the Midstream Facilities, and expected in-service date for the Hiland Double H Pipeline and the lateral in Northeast Colorado that will interconnect with the Pony Express System and is currently under construction. We have not assumed any new contracted capacity on our existing systems or any anticipated expansion projects other than:

Index to Financial Statements

We have assumed that Natural Gas Transportation & Logistics segment adjusted EBITDA for the twelve-month period ending June 30, 2016 of $65.5 million compared to $67.6 million for the year ended December 31, 2014. We have assumed that we will have an average of 1,553 MMcf/d of firm contracted capacity on the TIGT System and Trailblazer pipeline during the forecast period, based on existing firm contracted capacity with existing customers and renewals at historical rates and volumes of substantially all existing firm contracted capacity that is up for renewal during the forecast period. We believe this is a reasonable assumption because the TIGT System primarily provides transportation and storage services to on-system customers such as local distribution companies and Trailblazer pipeline primarily provides transportation to customers with long tenures on the pipeline with a history of contract renewals. In addition, we have included a conservative assumption of interruptible service volumes that is well below the interruptible service volumes we have seen in recent years.

We assume that Crude Oil Transportation & Logistics segment adjusted EBITDA for the twelve-month period ending June 30, 2016 will be $154.3 million compared to $15.7 million for the year ended December 31, 2014. The increase in segment adjusted EBITDA for our Crude Oil Transportation & Logistics segment is primarily attributable to a full year of operations for the Pony Express System, which was placed in service in October 2014, and completion of the lateral in Northeast Colorado, which is expected to be in service sometime during the second quarter of 2015. We assume that the Pony Express System will have average firm contracted capacity of approximately 286,413 bbls/d and average walk-up volumes of 14,250 bbls/d during the forecast period. Our estimates assume that both the Pony Express lateral in Northeast Colorado and Hiland Double H Pipeline are in-service during the entire forecast period and that there are no material force majeure events during the forecast period that would cause system downtime. Please read “Risk Factors—Risks Related to TEP’s Business— If third-party pipelines or other midstream facilities interconnected to its systems become partially or fully unavailable, or if the volumes TEP transports do not meet the quality requirements of such pipelines or facilities, its revenues and its ability to make distributions to its unitholders could be adversely affected.”

TEP currently owns a 33.3% membership interest in Pony Express. Tallgrass Development has offered TEP the right to purchase an additional 33.3% membership interest in Pony Express, and we anticipate that this acquisition will be consummated prior to the forecast period. Therefore, our forecast assumes that TEP will own a 66.7% interest in Pony Express for the entire forecast period. However, no definitive transaction agreement has been executed at this time and the proposed transaction remains subject to review, negotiations and approval by the conflicts committee and by the board of directors of TEP GP. The transaction may not be consummated at all or on the timeline we’ve assumed, and the terms of any consummated transaction may vary substantially from our assumptions.

We assume Processing & Logistics segment adjusted EBITDA for the twelve-month period ending June 30, 2016 of $19.7 million compared to $33.1 million for the year ended December 31, 2014. We assume that we will have an average inlet volume at our Midstream Facilities of approximately 126 MMcf/d during the forecast period, compared to an average inlet volume of approximately 152 MMcf/d for the year ended December 31, 2014. The assumed decrease in segment adjusted EBITDA is primarily attributable to the anticipated decreases in volumes, based on our assumption that certain customers will not produce natural gas and/or deliver produced gas to our processing plants for processing, and that NGL prices will remain low. As of December 31, 2014, approximately 87% of our reserved capacity at our Casper and Douglas Natural Gas Processing Plants was subject to fee-based processing contracts (the remaining 13% was subject to percent of proceeds or keep whole

Index to Financial Statements

processing contracts). On these fee-based contracts, our revenue is largely tied to the amount of natural gas that our customers actually deliver to our Casper and Douglas plants for processing. Unlike many pipeline transportation customers, our natural gas processing customers are not generally subject to “take or pay” obligations. Thus, if our natural gas processing customers do not produce natural gas and deliver that natural gas to our processing plants to be processed, revenue for our Processing & Logistics segment will decline.

We assume total cost of sales and transportation services for the twelve month period ending June 30, 2016 of approximately $144.8 million, as compared to $191.7 for the year ended December 31, 2014. The decrease is primarily attributable to decreased NGL prices and processing volumes within the Processing and Logistics segment.

We assume total operating expenses for the twelve-month period ending June 30, 2016 of approximately $52.0 million, as compared to $39.6 million for the year ended December 31, 2014. The increase is primarily attributable to increased costs associated with a full year of operations for the Pony Express System.

We assume that TEP’s general and administrative expenses will be approximately $52.9 million for the twelve-month period ending June 30, 2016, as compared to $33.2 million for the year ended December 31, 2014. The increase in assumed general and administrative expenses for TEP is primarily due to increased costs associated with a full year of operations for the Pony Express System.

The following table compares estimated maintenance capital expenditures and expansion capital expenditures for the twelve-month period ending June 30, 2016 to the historical maintenance capital expenditures and expansion capital expenditures for the year ended December 31, 2014:

We have assumed that maintenance capital expenditures will be primarily attributable to certain system integrity, compliance and safety improvements primarily within our Natural Gas Transportation & Logistics and Processing & Logistics segments. The assumed expansion capital expenditures during the forecast period consist of a NGL pipeline currently under construction within the Processing and Logistics segment, which is expected to be in-service by the fourth quarter of 2015 and the expansion of the Pony Express System to accommodate approximately 30,000 additional bbls/d of crude oil volumes and is expected to be in-service sometime during the first half of 2016.

Index to Financial Statements

For additional information regarding TEP’s maintenance capital expenditures and expansion capital expenditures, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Capital Requirements.”

We believe that it is reasonable to expect TEP to achieve the financial performance necessary to generate the estimated minimum Adjusted EBITDA and maintain, at a minimum, its current distribution level due to the following:

Index to Financial Statements

We cannot assure you that any of the assumptions summarized above, or any other assumptions upon which our Estimated Minimum Adjusted EBITDA of Tallgrass Energy Partners, LP is based, will prove to be correct. If the assumptions are incorrect or not achieved, we may not have sufficient available cash to make the contemplated distributions.

Index to Financial Statements

Set forth below is a summary of the significant provisions of our partnership agreement that relate to cash distributions.

Our partnership agreement will require that, within 55 days after the end of each quarter beginning with the quarter ending , 2015, we distribute our available cash to Class A shareholders of record on the applicable record date. We will prorate the actual distribution paid in the first quarter following this offering based on the number of days in the period from the closing of the offering through , 2015.

Available cash is defined in our partnership agreement and generally means, with respect to any calendar quarter, all cash on hand at the date of determination of available cash for the distribution in respect of such quarter (including expected distributions from Tallgrass Equity in respect of such quarter), less the amount of cash reserves established by our general partner, which will not be subject to a cap, to:

Our available cash will also include cash on hand resulting from borrowings made after the end of the quarter.

Our only cash-generating assets will consist of our indirect partnership interests in TEP through our % membership interest in Tallgrass Equity. Therefore, our cash flow and resulting ability to make distributions will be completely dependent upon the ability of TEP to make distributions in respect of those partnership interests. The actual amount of cash that TEP, and correspondingly Tallgrass Equity, will have available for distribution will primarily depend on the amount of cash TEP generates from its operations. For a description of factors that may impact our results and TEP’s results, please read “Forward-Looking Statements.”

In addition, the actual amount of cash that TEP and Tallgrass Equity will have available for distribution will depend on other factors, some of which are beyond TEP’s or our control, including:

Index to Financial Statements

As of the closing of this offering, we will have Class A shares and Class B shares outstanding. Only our Class A shares will be entitled to receive distributions. For additional information regarding our shares, please read “Description of Our Shares.”

Our general partner is not entitled to receive distributions on its general partner interest. Please read “Organizational Structure—Reorganization Transactions.”

If we dissolve in accordance with the partnership agreement, we will sell or otherwise dispose of our assets in a process called a liquidation. We will first apply the proceeds of liquidation to the payment of our creditors and, thereafter, holders of our Class A shares would be entitled to share ratably in the distribution of any remaining proceeds.

Index to Financial Statements

You should read the following discussion of our financial condition and results of operations in conjunction with the historical consolidated financial statements of TEP and the unaudited pro forma condensed consolidated financial statements of Tallgrass Energy GP, LP included elsewhere in this prospectus. Among other things, those historical and pro forma financial statements include more detailed information regarding the basis of presentation for the following discussion. In addition, you should read “Forward-Looking Statements” and “Risk Factors” for information regarding certain risks inherent in our and TEP’s business.

We are a recently formed Delaware limited partnership that will elect to be treated as a corporation for U.S. federal income tax purposes. Our only cash-generating assets at the closing of this offering will consist of Tallgrass Equity units, representing a controlling % membership interest in Tallgrass Equity. At the closing of this offering, Tallgrass Equity will own, through its ownership of TEP GP, all of TEP’s IDRs and 834,391 TEP general partner units, representing an approximate 1.39% general partner interest in TEP. Tallgrass Equity will also own directly the Acquired TEP Units, representing an approximate % of TEP’s outstanding common units. We believe TEP’s stable, fee-based cash flow and strong potential for future distribution growth will directly benefit us as a result of our interest in Tallgrass Equity.

TEP’s existing business is comprised primarily of the TIGT System, the Trailblazer Pipeline, a 33.3% membership interest in Pony Express, and the Midstream Facilities. The TIGT System is a FERC-regulated natural gas transportation and storage system located in Colorado, Kansas, Missouri, Nebraska and Wyoming. The Trailblazer Pipeline is a FERC-regulated natural gas pipeline system extending from the Colorado and Wyoming border to Beatrice, Nebraska. Combined, the TIGT System and the Trailblazer Pipeline have approximately 73% of their capacity reserved with a weighted average remaining contract life of approximately 3 years as of December 31, 2014. Pony Express owns a crude oil pipeline commencing in Guernsey, Wyoming and terminating in Cushing, Oklahoma, referred to as the Pony Express System, with 100% of its current contractible capacity secured by contracts with a weighted average remaining contract life of approximately 5 years as of December 31, 2014. Ten percent of current available design capacity on the Pony Express System is required to be available for uncommitted or “walk-up” shippers and is therefore not under contract. The Midstream Facilities include natural gas processing and treating facilities in the Wind River and Powder River basins with approximately 87% of their available processing capacity under fee-based contracts with a weighted average remaining contract life of approximately 3 years as of December 31, 2014.

Index to Financial Statements

TEP’s principal business strategy is to ensure the ongoing stability of its business, while increasing the quarterly cash distributions that it pays to its unitholders over time. TEP intends to pursue a combination of accretive acquisitions from Tallgrass Development and third parties and capitalize on organic expansion opportunities to increase its quarterly cash distributions. Tallgrass Development currently holds the following operating assets, which we refer to as the Development Assets: (i) an approximate 66.7% membership interest in Pony Express, (ii) a 50% interest in, and operation of REX and (iii) a 100% interest in Terminals. Since its initial public offering, TEP has purchased the Trailblazer Pipeline and an approximate 33.3% membership interest in Pony Express from Tallgrass Development, and Tallgrass Development recently offered TEP another approximate 33.3% membership interest in Pony Express. The remaining Development Assets are of strategic interest to TEP and would complement its existing asset base by, among other things, expanding and diversifying its cash flow sources.

In addition to these growth projects, our management team has successfully executed acquisitions by TEP of Water Solutions which is TEP’s water services business, the Trailblazer Pipeline, and an approximate 33.3% membership interest in Pony Express.

Index to Financial Statements

TEGP has no operations outside of the ownership interests in TEP. We will be the managing member of and therefore control Tallgrass Equity, which in turn controls TEP through the direct ownership of TEP’s general partner. As a result, under generally accepted accounting principles, we will consolidate Tallgrass Equity, TEP, its subsidiaries and its general partner. As such, our results of operations will not differ materially from the results of operations of TEP. The most noteworthy reconciling items between TEGP’s pro forma consolidated financial statements and those of TEP primarily relate to (i) the inclusion of the Tallgrass Equity revolving credit facility, (ii) the impact of TEGP’s election to be treated as a corporation for U.S. federal income tax purposes and (iii) the presentation of noncontrolling interests in Tallgrass Equity and TEP. The interests in Tallgrass Equity and TEP that are not owned by us will be reflected as being attributable to noncontrolling interests in our statement of financial position and results of operations.

In addition, TEP’s historical results of operations do not reflect anticipated incremental general and administrative costs, which we estimate will be $2.0 million per year and are associated with becoming a separate publicly traded entity, including expenses associated with (i) compensation for new directors, (ii) incremental director and officer liability insurance, (iii) listing on the NYSE, (iv) investor relations, (v) legal, (vi) tax and (vii) accounting.

TEP is a publicly traded, growth-oriented Delaware limited partnership formed to own, operate, acquire and develop midstream energy assets in North America. TEP currently provides natural gas transportation and storage services for customers in the Rocky Mountain and Midwest regions of the United States through the TIGT System and the Trailblazer Pipeline. TEP provides crude oil transportation to customers in Wyoming and the surrounding region, servicing the Bakken oil production area of North Dakota and eastern Montana through its ownership interest in Pony Express. TEP also provides services for customers in Wyoming at its Midstream Facilities, and TEP provides water business services to customers in Colorado and Texas through Water Solutions. TEP’s operations are strategically located in and provide services to certain key United States hydrocarbon basins, including the Denver-Julesburg, Powder River, Wind River, Permian and Hugoton-Anadarko Basins and the Niobrara, Mississippi Lime, Eagle Ford and Bakken shale formations.

Our only cash-generating assets consist of our partnership interests, including our indirect ownership of TEP’s IDRs, TEP common units and an approximate 1.39% general partner interest in TEP. Therefore, our cash flow and resulting ability to make distributions will be completely dependent upon the ability of TEP to make distributions in respect of those partnership interests. The actual amount of cash that TEP will have available for distribution will primarily depend on the amount of cash it generates from its operations.

The amount of cash TEP generates from its operations will fluctuate from quarter to quarter based on, among other things:

Index to Financial Statements

In addition, the actual amount of cash TEP will have available for distribution will depend on other factors, including:

In connection with this offering, we expect Tallgrass Equity to enter into a new $ million revolving credit facility, with a maturity date years from the closing of this offering. The revolving credit facility will be available to fund the purchase of the Acquired TEP Units, to fund working capital and for general business purposes. The revolving credit facility is expected to contain certain customary financial covenants, events of default and restrictions on our ability to take certain actions.

Index to Financial Statements

We and TEP are each an “emerging growth company” pursuant to the JOBS Act. The JOBS Act provides that an emerging growth company may delay adopting new or revised accounting standards until such time as those standards apply to private companies. We and TEP have elected to take advantage of this exemption and, therefore, may adopt new or revised accounting standards at the time those standards apply to private companies. As a result of our election to take advantage of this transition period, our and TEP’s financial statements may not be comparable to those of companies that comply with public company effective dates for the adoption of new or revised accounting standards. This election had no material impact on the consolidated financial statements included in this prospectus

As discussed above, we have no independent operating activities apart from those conducted by TEP. Accordingly, the overview of our operations primarily reflects the operating activities of TEP.

TEP is a publicly traded, growth-oriented Delaware limited partnership formed in 2013 to own, operate, acquire and develop midstream energy assets in North America. TEP currently provides natural gas transportation and storage services for customers in the Rocky Mountain and Midwest regions of the United States through the TIGT System and the Trailblazer Pipeline. TEP provides crude oil transportation to customers in Wyoming and the surrounding region, servicing the Bakken production area of North Dakota and eastern Montana through its membership interest in Pony Express, which owns the Pony Express System. TEP also provides services for customers in Wyoming at its Midstream Facilities, and TEP provides water business services to customers in Colorado and Texas through Water Solutions. TEP’s operations are strategically located in and provide services to certain key United States hydrocarbon basins, including the Denver-Julesburg, Powder River, Wind River, Permian and Hugoton-Anadarko Basins and the Niobrara, Mississippi Lime, Eagle Ford and Bakken shale formations.

TEP intends to continue to leverage its relationship with Tallgrass Development and utilize the significant experience of TEP’s management team to execute TEP’s growth strategy of acquiring midstream assets from Tallgrass Development and third parties, increasing utilization of TEP’s existing assets and expanding TEP’s systems through construction of additional assets.

TEP’s net income attributable to partners for the year ended December 31, 2014 was $70.7 million, with Adjusted EBITDA and Distributable Cash Flow (each as defined below under “—Non-GAAP Financial Measures”) of $109.9 million and $96.1 million, respectively, compared to net income attributable to partners for the year ended December 31, 2013 of $9.7 million, with Adjusted EBITDA and Distributable Cash Flow of $78.4 million and $62.3 million, respectively. The increase in net income, Adjusted EBITDA, and Distributable Cash Flow was largely driven by TEP’s acquisition of a 33.3% membership interest in Pony Express, which was placed in service in October 2014, as discussed further under “Results of Operations” below.

Index to Financial Statements

During 2014, TEP completed a follow-on public offering of 8,050,000 common units as well as the acquisitions of the 100% membership interest in Trailblazer Pipeline Company LLC, a 33.3% membership interest in Pony Express, and an 80% interest in Water Solutions. In October 2014, TEP implemented an at-the-market, or ATM, offering program whereby it may sell newly issued common units to the public. As of December 31, 2014, TEP had issued 28,625 limited partner common units under its ATM program.

TEP expects to continue to be affected by certain key factors and trends described below. TEP’s expectations are based on assumptions made by TEP and information currently available to TEP. To the extent TEP’s underlying assumptions about, or interpretations of, available information prove to be incorrect, its actual results may vary materially from its expected results. See also “Risk Factors.”

TEP believes that it is well-positioned to grow through accretive acquisitions. It intends to pursue acquisition opportunities from third parties as they become available and expects to continue to acquire assets from Tallgrass Development’s portfolio of midstream assets, which include the remaining 66.7% ownership interest in Pony Express, Terminals and Tallgrass Development’s 50% interest in, and operation of, REX. Pursuant to the omnibus agreement, Tallgrass Development granted TEP the right of first offer to acquire each of the remaining Retained Assets if Tallgrass Development decides to sell those assets. Terminals is not a Retained Asset. Other than its obligations under the omnibus agreement, Tallgrass Development is under no obligation to offer to sell TEP additional assets or to pursue acquisitions jointly with TEP, and TEP is under no obligation to buy any assets from Tallgrass Development or pursue any such joint acquisitions.

However, given the significant economic interest in TEP held by Tallgrass Development and its affiliates, TEP believes Tallgrass Development will be incentivized to offer TEP the opportunity to acquire its assets as each matures into an operating profile more conducive to TEP’s principal business objective of increasing the quarterly cash distributions that it pays to its unitholders over time while ensuring the ongoing stability of its business.

On January 8, 2015, TEP announced that Tallgrass Development offered TEP the right to purchase an additional 33.3% membership interest in Pony Express. A Conflicts Committee of the Board of Directors of TEP’s general partner, consisting solely of independent directors, has been formed to evaluate the offer with assistance from external advisors to be engaged by the Conflicts Committee. No definitive transaction agreement has been executed at this time and the proposed transaction remains subject to review, negotiations and approval by the Conflicts Committee and by the board of directors of TEP’s general partner. Although it is uncertain when or if Tallgrass Development will offer TEP the opportunity to acquire the other Retained Assets, it is possible Tallgrass Development will offer TEP the opportunity to purchase its remaining membership interests in Pony Express at some point in the next 9-12 months, and all or a portion of its 50% interest in, and the operation of, REX thereafter.

As production and demand for TEP’s services increase in the areas that its operations are located, TEP believes that it is well positioned to increase volumes to its systems through cost-effective capacity expansions. For example, in 2013, TEP completed an expansion of its Casper and Douglas plants and increased processing capacity from approximately 138.5 MMcf/d to approximately 190 MMcf/d and fractionation capabilities from approximately 2,000 barrels per day to approximately 3,500 barrels per day.

Index to Financial Statements

In 2014, Pony Express completed the conversion and construction of its approximately 698-mile crude oil pipeline commencing in Guernsey, Wyoming, and terminating in Cushing, Oklahoma. Pony Express is also constructing an approximately 66-mile lateral in Northeast Colorado that will commence in Weld County, Colorado, and interconnect with the Pony Express System just east of Sterling, Colorado. That lateral is expected to be in service sometime during the second quarter of 2015.

Crude oil, natural gas and products derived from both continue to be critical components of energy supply and demand in the United States. Although crude oil and natural gas prices have declined in the latter part of 2014 and early 2015, TEP believes that the long-term prospects for continued crude oil and natural gas production increases are favorable and will be driven in part by increased domestic demand resulting from population and economic growth, higher industrial consumption in the U.S. and a desire to reduce domestic reliance on imports. TEP expects natural gas to continue to displace coal-fired electricity generation due to the low prices of natural gas and stricter environmental regulations on the mining and burning of coal. For additional information, please see “—Quantitative and Qualitative Disclosures About Market Risk.”

TEP expects productivity of oil and natural gas wells to continue increasing over the long-term in some basins across the United States because of the increasing precision and efficiency of horizontal drilling and hydraulic fracturing in oil and natural gas extraction. TEP believes that any production growth over time in the Wind River Basin and Powder River Basin will benefit its Midstream Facilities and, to a lesser extent, the TIGT System and Trailblazer Pipeline with increased throughput volumes. TEP also believes that increasing yields over time in the Bakken Shale and Denver-Julesburg Basin will benefit the Pony Express System, as well as the TIGT System and the Trailblazer Pipeline. Finally, despite recent decreases in crude oil and natural gas prices, TEP also believes that there may even be short term growth in production, as producers will likely try to maximize revenue from existing production activity.

The credit markets recently have experienced near-record lows in interest rates. As the overall economy strengthens, it is likely that monetary policy will tighten, resulting in higher interest rates to counter possible inflation. If this occurs, interest rates on floating rate credit facilities and future offerings in the debt capital markets could be higher than current levels, causing TEP’s financing costs to increase accordingly. In addition, there is a financing cost for the storage capacity user to carry the cost of the inventory while it is stored in the facility. That financing cost is impacted by the cost of capital or interest rate incurred by the storage user as well as the commodity cost of the natural gas in inventory. The higher the financing cost, the lower the margin that will remain from the price spread that was intended to be captured. Accordingly, a significant increase in interest rates could impact the demand for storage capacity independent of other market fundamentals. For additional information, please see “—Quantitative and Qualitative Disclosures About Market Risk.”

The high level of crude oil and natural gas exploration, development and production activities during the past several years across the United States has resulted in increased competition for personnel and equipment. Even with lower crude oil prices, as discussed above there may still be short term production growth, which leads to competition for skilled workers. This may ultimately increase the prices TEP pays for labor, supplies, property and equipment. An increase in the general level of prices in the economy could have a similar effect. TEP may be unable to recover all of these increased costs from its customers. To the extent TEP is unable to procure necessary supplies or recover higher costs, its operating results will be negatively impacted.

Index to Financial Statements

Pursuant to the right of first offer in the omnibus agreement executed between TEP and Tallgrass Development in connection with TEP’s initial public offering in May 2013, Tallgrass Development has offered TEP the right to purchase an additional 33.3% membership interest in Pony Express. If consummated, this transaction would increase TEP’s membership interest in Pony Express to 66.7%. Terms of the offer have not been finalized, but it is currently expected that, if consummated, the purchase price would be approximately $700 million and would include some level of preferred distribution from Tallgrass Development similar to the structure of the initial acquisition. A Conflicts Committee of the board of directors of TEP’s general partner, consisting solely of independent directors, has been formed to evaluate the offer with assistance from external advisors to be engaged by the Conflicts Committee. No definitive transaction agreement has been executed at this time and the proposed transaction remains subject to review, negotiations and approval by the Conflicts Committee and by the board of directors of TEP’s general partner. In conjunction with the proposed transaction, the parties made required filings under the Hart-Scott-Rodino Antitrust Improvements Act and the waiting period for consummating the transaction has terminated.

TEP evaluates its results using, among other measures, contract profile and volumes, operating costs and expenses, Adjusted EBITDA and distributable cash flow. Adjusted EBITDA and distributable cash flow are non-GAAP measures and are defined below.

TEP’s results are driven primarily by the volume of crude oil transportation capacity under firm contracts, the volume of natural gas transportation and storage capacity under firm contracts, the volume of natural gas that it processes and the fees assessed for such services.

The primary components of TEP’s operating costs and expenses that it evaluates include cost of sales and transportation services, operations and maintenance and general and administrative costs. TEP’s operating expenses are driven primarily by expenses related to the operation, maintenance and growth of its asset base.

Adjusted EBITDA and distributable cash flow are non-GAAP supplemental financial measures that management and external users of TEP’s consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:

TEP believes that the presentation of Adjusted EBITDA and distributable cash flow provides useful information to investors in assessing its financial condition and results of operations. Adjusted EBITDA and distributable cash flow should not be considered alternatives to net income, operating income, net cash provided

Index to Financial Statements

by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP, nor should Adjusted EBITDA and distributable cash flow be considered alternatives to available cash, operating surplus, distributions of available cash from operating surplus or other definitions in TEP’s partnership agreement. Adjusted EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some but not all items that affect net income and net cash provided by operating activities. Additionally, because Adjusted EBITDA and distributable cash flow may be defined differently by other companies in TEP’s industry, its definition of Adjusted EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

TEP defines Adjusted EBITDA as net income excluding the impact of interest, income taxes, depreciation and amortization, non-cash income or loss related to derivative instruments, non-cash long-term compensation expense, impairment losses, gains or losses on asset or business disposals or acquisitions, gains or losses on the repurchase, redemption or early retirement of debt, and earnings from unconsolidated investments, but including the impact of distributions from unconsolidated investments. TEP also uses distributable cash flow, which it defines as Adjusted EBITDA, plus preferred distributions received from Pony Express in excess of its distributable cash flow attributable to TEP’s net interest and adjusted for deficiency payments received from or utilized by Pony Express shippers, less cash interest expense, maintenance capital expenditures, and distributions to noncontrolling interests in excess of earnings allocated to noncontrolling interests, to analyze its performance. Maintenance capital expenditures are cash expenditures incurred (including expenditures for the construction or development of new capital assets) that TEP expects to maintain its long-term operating income or operating capacity. These expenditures typically include certain system integrity, compliance and safety improvements.

TEP receives a minimum quarterly preference payment from Pony Express of $16.65 million through the quarter ending September 30, 2015 (prorated to approximately $5.4 million for the quarter ended September 30, 2014). To the extent that Pony Express does not have sufficient distributable cash flow to cover this preference payment, Tallgrass Development, as the noncontrolling interest owner, is required to contribute cash to Pony Express to fund the excess preference payment. The cash received by Pony Express from Tallgrass Development to fund the minimum quarterly preference payment in excess of distributable cash flow from Pony Express is considered distributable cash flow at TEP. Pony Express collects deficiency payments for barrels committed by the customer to be transported in a month but not physically received for transport or delivered to the customers’ agreed upon destination point. These deficiency payments are recorded as a deferred liability until the barrels are physically transported and delivered by TEP. As discussed further in Note 2 – Summary of Significant Accounting Policies to the consolidated financial statements included in this prospectus, earnings at Pony Express are allocated between TEP and noncontrolling interests in accordance with a substantive profit sharing arrangement rather than pro rata by ownership. Distributions made by Pony Express to its noncontrolling interests reduce the distributable cash flow available to TEP.

Index to Financial Statements

Neither Adjusted EBITDA nor distributable cash flow will be impacted by changes in working capital balances that are reflected in operating cash flow. Distributable cash flow and Adjusted EBITDA are not presentations made in accordance with GAAP. The following table presents a reconciliation of Adjusted EBITDA to net income and net cash provided by operating activities and a reconciliation of distributable cash flow to net cash provided by operating activities, the most directly comparable GAAP financial measures, for each of the periods indicated:

Index to Financial Statements

The following table presents a reconciliation of Adjusted EBITDA by segment to segment operating income, the most directly comparable GAAP financial measure, for each of the periods indicated:

Index to Financial Statements

The following provides a summary of TEP’s consolidated results of operations for the periods indicated:

Index to Financial Statements

Revenues. Total revenues were $371.6 million for the year ended December 31, 2014, compared to $290.5 million for the year ended December 31, 2013, which represents an increase of $81.0 million, or 28%, in total revenues. Revenue in the Natural Gas Transportation & Logistics segment increased $12.2 million, or 10%, while revenues in the Processing & Logistics segment increased $43.8 million, or 27%. There were revenues of $28.3 million in the Crude Oil Transportation & Logistics segment for the year ended December 31, 2014, but no revenues in that segment for the year ended December 31, 2013 as Pony Express had not yet commenced commercial operations.

Operating costs and expenses. Operating costs and expenses were $318.1 million for the year ended December 31, 2014 compared to $256.5 million for the year ended December 31, 2013, which represents an increase of $61.6 million, or 24%. The increase in operating costs and expenses is a result of increased costs of $39.7 million in the Processing & Logistics segment primarily driven by increased cost of sales and transportation services of $32.0 million, higher depreciation and amortization of $4.5 million and higher operations and maintenance of $2.7 million, and increased costs of $21.6 million in the Crude Oil & Logistics segment due to the start of commercial operations at Pony Express in October 2014. The increased costs in the Processing & Logistics and Crude Oil & Logistics segments were partially offset by decreased costs of $4.6 million in the Natural Gas Transportation & Logistics segment primarily driven by lower depreciation and amortization of $6.4 million and lower general and administrative expenses of $3.8 million, partially offset by higher cost of sales and transportation services of $5.8 million.

Interest (expense) income, net. Interest expense of $7.3 million for the year ended December 31, 2014 was primarily composed of interest and fees associated with TEP’s revolving credit facility, partially offset by interest income of $1.5 million on the cash balance swept to Tallgrass Development under the Pony Express cash management agreement. Interest expense of $11.1 million for the year ended December 31, 2013 primarily represents the interest expense related to the $400 million term loan allocated from Tallgrass Development, which was legally assumed by TEP and repaid upon closing of its initial public offering on May 17, 2013, as well as interest and fees associated with TEP’s revolving credit facility.

Gain on remeasurement of unconsolidated investment. Gain on remeasurement of unconsolidated investment of $9.4 million for the year ended December 31, 2014 was related to the remeasurement to fair value of TEP’s original 50% equity investment in Grasslands Water Services I, LLC, or GWSI, in connection with TEP’s consolidation of the Water Solutions business on May 13, 2014.

Loss on extinguishment of debt. Loss on extinguishment of debt of $17.5 million for the year ended December 31, 2013 represents the loss associated with the write off of deferred financing costs and unamortized discounts associated with the repayment of debt allocated from Tallgrass Development.

Equity in earnings of unconsolidated investment. Equity in earnings of unconsolidated investment of $0.7 million for the year ended December 31, 2014 was related to TEP’s investment in GWSI prior to TEP’s consolidation of the Water Solutions business on May 13, 2014.

Other income, net. Other income, net typically includes rental income, income earned from certain customers related to the capital costs TEP incurred to connect these customers to TEP’s system, the allowance for funds used during construction at TEP’s regulated entities, and other noncash gains and losses. Other income for the year ended December 31, 2014 was $3.1 million compared to $2.2 million for the year ended December 31, 2013.

Index to Financial Statements

Year Ended December 31, 2013 Compared to the Period from January 1, 2012 to November 12, 2012

Revenues. Total revenues were $290.5 million for the year ended December 31, 2013, compared to $220.3 million for the period from January 1, 2012 to November 12, 2012, which represents a 15% increase in average monthly revenues. Average monthly revenues in the Natural Gas Transportation & Logistics segment increased 7% while average monthly revenues in the Processing & Logistics segment increased 22%.

Operating costs and expenses. Operating costs and expenses were $256.5 million for the year ended December 31, 2013 compared to $170.2 million for the period from January 1, 2012 to November 12, 2012, which represents a 31% increase in average monthly operating costs and expenses.

Cost of sales and transportation services were $146.2 million for the year ended December 31, 2013 compared to $101.5 million for the period from January 1, 2012 to November 12, 2012, which represents a 25% increase in average monthly cost of sales and transportation services. Average monthly cost of sales and transportation services increased 27% in the Processing & Logistics segment and 17% in the Natural Gas Transportation & Logistics segment.

Operations and maintenance costs were $35.4 million for the year ended December 31, 2013 compared to $29.9 million for the period from January 1, 2012 to November 12, 2012, which represents a 3% increase in average monthly operations and maintenance costs driven by a 7% increase in average operations and maintenance in the Natural Gas Transportation & Logistics segment, partially offset by an 8% decrease in average operations and maintenance in the Processing & Logistics segment.

Depreciation and amortization was $39.9 million for the year ended December 31, 2013 compared to $20.6 million for the period from January 1, 2012 to November 12, 2012, which represents a 68% increase in average monthly depreciation and amortization. Average monthly depreciation and amortization in the Natural Gas Transportation & Logistics and Processing & Logistics segments increased 46% and 112%, respectively. In addition, depreciation and amortization of $3.0 million was recognized in the Crude Oil Transportation & Logistics segment during the year ended December 31, 2013.

General and administrative expenses during the year ended December 31, 2013 were $27.7 million compared to $11.3 million for the period from January 1, 2012 to November 12, 2012, which represents a 112% increase in average monthly general and administrative expenses. Average monthly general and administrative expenses in the Natural Gas Transportation & Logistics and Processing & Logistics segments increased 99% and 33%, respectively. In addition, general and administrative expenses of $0.1 million was recognized in the Crude Oil Transportation & Logistics segment during the year ended December 31, 2013.

Taxes, other than income taxes, were $7.4 million for the year ended December 31, 2013 compared to $6.9 million for the period from January 1, 2012 to November 12, 2012 which represents a 6% decrease in average monthly taxes, other than income taxes. Taxes, other than income taxes, decreased 13% in the Processing & Logistics segment and 6% in the Natural Gas Transportation & Logistics segment.

Loss on extinguishment of debt. The loss on extinguishment of debt of $17.5 million during the year ended December 31, 2013 represents the loss associated with the write off of deferred financing costs and unamortized discounts associated with the repayment of debt allocated from Tallgrass Development.

Other income, net. Other income, net for the year ended December 31, 2013 was $2.2 million compared to a negligible amount for the period from January 1, 2012 to November 12, 2012. Other income for the year ended December 31, 2013 primarily relates to rental income and a gain related to the favorable elimination of a liability associated with a small inactive storage field.

Index to Financial Statements

Texas Margin Tax. During 2012, TEP Pre-Predecessor incurred Texas Margin Taxes because it was a part of an affiliated group that generated sales in the State of Texas.

Year Ended December 31, 2013 Compared to the Period from November 13, 2012 to December 31, 2012

Revenues. Total revenues were $290.5 million for the year ended December 31, 2013, compared to $38.6 million for the period from November 13, 2012 to December 31, 2012, which represents consistent average monthly revenues for the periods across all segments.

Operating costs and expenses. Operating costs and expenses were $256.5 million for the year ended December 31, 2013 compared to $38.5 million for the period from November 13, 2012 to December 31, 2012, which represents a 12% decrease in average monthly operating costs and expenses. The overall decrease in average monthly operating costs and expenses was driven by a 59% decrease in general and administrative expenses, primarily in the Natural Gas Transportation & Logistics and Processing & Logistics segments.

Interest (expense) income, net. Interest expense of $11.1 million for the year ended December 31, 2013 primarily represents the interest expense related to the $400 million term loan allocated from Tallgrass Development, which was legally assumed by TEP and repaid upon closing of TEP’s initial public offering on May 17, 2013, as well as interest and fees associated with TEP’s revolving credit facility. Interest expense of $3.2 million for the period from November 13, 2012 to December 31, 2012 represents the interest expense related to the $400 million term loan allocated to TEP from Tallgrass Development.

Other income (expense), net. Other income for the year ended December 31, 2013 was $2.2 million compared to $0.5 million for the period from November 13, 2012 to December 31, 2012. Other income for the year ended December 31, 2013 primarily relates to rental income and a gain related to the favorable elimination of a liability associated with a small inactive storage field. Other income for the period from November 13, 2012 to December 31, 2012 primarily relates to rental income.

Index to Financial Statements

The following provides a summary of TEP’s Natural Gas Transportation & Logistics segment results of operations for the periods indicated:

Revenues. Natural Gas Transportation & Logistics segment revenues were $140.1 million for the year ended December 31, 2014, compared to $127.9 million for the year ended December 31, 2013, which represents a $12.2 million, or 10%, increase in segment revenues. The increase in segment revenues was driven by a $10.0 million increase in transportation services revenue primarily due to increased volumes at the Trailblazer Pipeline and increased fuel reimbursements as a result of higher prices at the TIGT System, and a $2.0 million increase in natural gas sales primarily due to 38% higher prices, partially offset by decreased volumes.

Operating costs and expenses. Operating costs and expenses in the Natural Gas Transportation & Logistics segment were $99.2 million for the year ended December 31, 2014 compared to $103.8 million for the year ended December 31, 2013, which represents a decrease of $4.6 million, or 4%.

Cost of sales and transportation services increased $5.8 million, or 30%, in the year ended December 31, 2014 when compared to the same period in the prior year, due to increased costs of $9.3 million at the TIGT System primarily driven by increased fuel reimbursements and gas purchases, partially offset by decreased costs of $3.5 million at the Trailblazer Pipeline driven by lower fuel costs in 2014 as a result of the Trailblazer Pipeline rate case settlement.

Index to Financial Statements

Operations and maintenance costs increased $0.7 million, or 3%, in the year ended December 31, 2014 when compared to the same period in the prior year, primarily driven by increased costs associated with repairs and maintenance activities and pipeline compliance requirements at the Trailblazer Pipeline during the year ended December 31, 2014, partially offset by lower costs related to the timing of pipeline integrity projects at the TIGT System.

Depreciation and amortization decreased $6.4 million, or 21%, in the year ended December 31, 2014 when compared to the same period in the prior year, primarily driven by the sale of the Pony Express Assets in the fourth quarter of 2013 and the decreased depreciation rates included in the Trailblazer Pipeline rate case settlement in the second quarter of 2014.

General and administrative costs decreased $3.8 million, or 19%, in the year ended December 31, 2014 when compared to the same period in the prior year, primarily due to the decrease in costs allocated to the Trailblazer Pipeline by TEP in periods subsequent to TEP’s acquisition of Trailblazer on April 1, 2014 as compared to the costs allocated to the Trailblazer Pipeline by Tallgrass Development prior to April 1, 2014.

Taxes, other than income taxes, decreased $1.0 million, or 14%, in the year ended December 31, 2014 when compared to the same period in the prior year, primarily due to lower property taxes as a result of successful appeals with state taxing authorities on the assessed value of property.

Year Ended December 31, 2013 Compared to the Period from January 1, 2012 to November 12, 2012

Revenues. Natural Gas Transportation & Logistics segment revenues were $127.9 million for the year ended December 31, 2013, compared to $104.0 million for the period from January 1, 2012 to November 12, 2012, which represents a 7% increase in average monthly revenues. The increase in average monthly revenues was primarily driven by a 13% increase in average monthly transportation services revenue during 2013, partially offset by a 48% decrease in average monthly natural gas sales revenue. The increase in average monthly transportation services revenue was primarily due to $21.5 million of transportation services revenue at the Trailblazer Pipeline during the year ended December 31, 2013, partially offset by a decrease in transportation firm contracted capacity and lower throughput volumes at the TIGT System, primarily from off-system customers. The decrease in average monthly natural gas sales revenue was primarily caused by lower sales volumes as well as a 29% decrease in natural gas sales prices at the TIGT System, partially offset by $1.4 million of natural gas sales at the Trailblazer Pipeline during the year ended December 31, 2013. Natural gas sales volumes at the TIGT System decreased due to reduced natural gas recoveries from TEP’s customers caused by lower throughput as well as decreased sales of gas inventory during the year ended December 31, 2013.

Operating costs and expenses. Operating costs and expenses were $103.8 million for the year ended December 31, 2013 compared to $69.4 million for the period from January 1, 2012 to November 12, 2012, which represents a 30% increase in average monthly operating costs and expenses.

Cost of sales and transportation services were $19.3 million for the year ended December 31, 2013 compared to $14.4 million for the period from January 1, 2012 to November 12, 2012, which represents a 17% increase in average monthly cost of sales and transportation services. This increase is primarily due to cost of sales and transportation services of $9.0 million at the Trailblazer Pipeline during the year ended December 31, 2013, partially offset by decreased gas sales and decreased fuel recoveries as a result of lower throughput at the TIGT System.

Operations and maintenance costs were $26.7 million for the year ended December 31, 2013 compared to $21.6 million for the period from January 1, 2012 to November 12, 2012, which represents a 7% increase in average monthly operations and maintenance costs. The increase is primarily driven by $3.5 million of operations and maintenance costs at the Trailblazer Pipeline during the year ended December 31, 2013, partially offset by decreased operating costs at the TIGT System associated with a section of pipe that was idled in the

Index to Financial Statements

second quarter of 2013, resulting in the sole shipper under contract for that section not transporting gas in the second half of 2013, and a reduction in integrity maintenance projects at the TIGT System during 2013 when compared to the period from January 1, 2012 to November 12, 2012.

Depreciation and amortization was $30.2 million for the year ended December 31, 2013 compared to $17.9 million for the period from January 1, 2012 to November 12, 2012, which represents a 46% increase in average monthly depreciation and amortization. The increase was primarily driven by $7.3 million of depreciation and amortization at the Trailblazer Pipeline during the year ended December 31, 2013, as well as the higher cost basis of property, plant and equipment as a result of the acquisition of the TIGT System by Tallgrass Development on November 13, 2012.

General and administrative expenses during the year ended December 31, 2013 were $20.6 million compared to $9.0 million for the period from January 1, 2012 to November 12, 2012, which represents a 99% increase in average monthly general and administrative expenses. The increase was due in part to general and administrative costs of $5.6 million at the Trailblazer Pipeline during the year ended December 31, 2013. The remaining increase was largely reflective of TEP Pre-Predecessor Parent’s scale advantage during the 2012 period in supporting similar required administrative functions by a substantially larger number of operated businesses, as well as the addition of general and administrative costs associated with the Trailblazer Pipeline and Pony Express during the year ended December 31, 2013.

Taxes, other than income taxes, were $7.1 million for the year ended December 31, 2013 compared to $6.5 million for the period from January 1, 2012 to November 12, 2012, which represents a 6% decrease in average monthly taxes, other than income taxes. The decrease was primarily due to lower property taxes as a result of successful appeals with state taxing authorities on the assessed value of property during 2013, partially offset by $1.1 million of taxes, other than income taxes, recognized at the Trailblazer Pipeline during the year ended December 31, 2013.

Year Ended December 31, 2013 Compared to the Period from November 13, 2012 to December 31, 2012

Revenues. Natural Gas Transportation & Logistics segment revenues were $127.9 million for the year ended December 31, 2013, compared to $16.7 million for the period from November 13, 2012 to December 31, 2012, which represents consistent average monthly revenues for the periods.

Operating costs and expenses. Operating costs and expenses were $103.8 million for the year ended December 31, 2013 compared to $18.2 million for the period from November 13, 2012 to December 31, 2012, which represents a 25% decrease in average monthly operating costs and expenses.

Cost of sales and transportation services were $19.3 million for the year ended December 31, 2013 compared to $2.3 million for the period from November 13, 2012 to December 31, 2012, which represents a 10% increase in average monthly cost of sales and transportation services driven by an increase in natural gas sales.

Operations and maintenance costs were $26.7 million for the year ended December 31, 2013 compared to $3.0 million for the period from November 13, 2012 to December 31, 2012, which represents a 15% increase in average monthly operations and maintenance costs. The increase was primarily due to increased integrity maintenance projects, as the majority of planned integrity maintenance projects for 2012 were completed prior to the sale of the TIGT System to Tallgrass Development in November 2012.

Depreciation and amortization was $30.2 million for the year ended December 31, 2013 compared to $4.2 million for the period from November 13, 2012 to December 31, 2012, which represents a 7% decrease in average monthly depreciation and amortization.

General and administrative expenses during the year ended December 31, 2013 were $20.6 million compared to $7.3 million for the period from November 13, 2012 to December 31, 2012, which represents a 63%

Index to Financial Statements

decrease in average monthly general and administrative expenses. The decrease was primarily due to significant legal and other acquisition costs recognized during the 2012 period associated with the acquisition of the TIGT System, the Trailblazer Pipeline and Tallgrass Midstream, LLC, or TMID, on November 13, 2012.

Taxes, other than income taxes, were $7.1 million for the year ended December 31, 2013 compared to $1.2 million for the period from November 13, 2012 to December 31, 2012, which represents a 25% decrease in average monthly taxes, other than income taxes. The decrease was primarily due to lower property taxes as a result of successful appeals with state taxing authorities on the assessed value of property during 2013.

The following provides a summary of TEP’s Crude Oil Transportation & Logistics segment results of operations for the periods indicated:

Revenues. Crude Oil Transportation & Logistics segment revenues of $28.3 million for the year ended December 31, 2014 represents transportation revenue on the Pony Express System, which was placed in service in October 2014. There were no revenues for the year ended December 31, 2013.

Operating costs and expenses. Operating costs and expenses in the Crude Oil Transportation & Logistics segment were $24.7 million for the year ended December 31, 2014 compared to $3.2 million for the year ended December 31, 2013. Operating costs and expenses for the year ended December 31, 2014 include costs associated with the start of commercial operations in October 2014 as well as the amortization of the Pony Express oil conversion use rights as discussed further in Note 8 – Goodwill and Other Intangible Assets to the consolidated financial statements included in this prospectus. For the year ended December 31, 2013, operating costs and expenses consisted primarily of the amortization of the Pony Express oil conversion use rights.

Index to Financial Statements

Year Ended December 31, 2013 Compared to the Period from November 13, 2012 to December 31, 2012

Revenues. There were no Crude Oil Transportation & Logistics segment revenues for the year ended December 31, 2013 or the period from November 13, 2012 to December 31, 2012.

Operating costs and expenses. Operating costs and expenses were $3.2 million for the year ended December 31, 2013 compared to $0.4 million for the period from November 13, 2012 to December 31, 2012, which represents a 10% increase in average monthly operating costs and expenses. Operating costs and expenses in the segment for the year ended December 31, 2013 and the period from November 13, 2012 to December 31, 2012 consisted primarily of amortization of the Pony Express oil conversion use rights, as well as general & administrative costs during the year ended December 31, 2013.

The following provides a summary of TEP’s Processing & Logistics segment results of operations for the periods indicated:

Revenues. Processing & Logistics segment revenues were $208.4 million for the year ended December 31, 2014, compared to $164.6 million for the year ended December 31, 2013, which represents a $43.8 million, or 27%, increase in segment revenues. The increase in segment revenues was primarily due to a $24.6 million increase in NGL sales driven by increased volumes processed partially offset by a 7% decrease in average NGL prices, a $20.2 million increase in processing fees driven by the conversion of two significant customers from percent of proceeds or keep whole processing contracts to fee-based processing contracts and revenue of $5.0 million from Water Solutions, which was consolidated in May 2014, partially offset by decreased natural gas sales of $1.0 million due to lower volumes.

Index to Financial Statements

Operating costs and expenses. Operating costs and expenses in the Processing & Logistics segment were $187.8 million for the year ended December 31, 2014 compared to $148.1 million for the year ended December 31, 2013, which represents an increase of $39.7 million, or 27%.

Cost of sales and transportation services increased $32.0 million, or 25%, in the year ended December 31, 2014 when compared to the same period in the prior year, primarily driven by an increase in NGL producer settlements as a result of increased volumes processed under contracts converted to fee based as discussed above and increased volumes processed, partially offset by a 7% decrease in average NGL prices.

Operations and maintenance costs increased $2.7 million, or 31%, in the year ended December 31, 2014 when compared to the same period in the prior year, primarily driven by $1.3 million of costs attributable to Water Solutions, which was consolidated in May 2014, increased environmental reserves recorded in 2014, and increased costs associated with testing and treatment resulting from high water content of gas processed during the period.

Depreciation and amortization increased $4.5 million, or 67%, in the year ended December 31, 2014 when compared to the same period in the prior year, primarily driven by depreciation and amortization of $3.3 million from the Water Solutions fixed and intangible assets consolidated in May 2014 and $1.1 million from asset additions as a result of expansion activities at TMID that were substantially completed in the third quarter of 2013.

General and administrative costs increased $0.5 million, or 14%, in the year ended December 31, 2014 when compared to the same period in the prior year, primarily driven by costs associated with Water Solutions, which was consolidated in May 2014.

Taxes, other than income taxes, were comparable during the year ended December 31, 2014 and the same period in the prior year.

Year Ended December 31, 2013 Compared to the Period from January 1, 2012 to November 12, 2012

Revenues. Processing & Logistics segment revenues were $164.6 million for the year ended December 31, 2013, compared to $117.0 million for the period from January 1, 2012 to November 12, 2012, which represents a 22% increase in average monthly revenues primarily attributable to increased average monthly NGL sales due to an increase in average monthly volumes of natural gas processed during the year ended December 31, 2013 compared to the 2012 period as a result of new contracts, and an increase in average monthly processing fees of 167% resulting from new and revised fee-based contracts that were not in effect during the 2012 period. Increases were partially offset by a decrease in natural gas sales due to sales of residue gas purchased from a customer during the 2012 period that did not occur during the 2013 period and natural gas purchase and sales transactions in 2012 to redirect processed dry gas around the Casper plant in order to optimize plant capacity and efficiency.

Operating costs and expenses. Operating costs and expenses were $148.1 million for the year ended December 31, 2013 compared to $101.4 million for the period from January 1, 2012 to November 12, 2012, which represents a 27% increase in average monthly operating costs and expenses.

Cost of sales and transportation services were $128.8 million for the year ended December 31, 2013 compared to $87.8 million for the period from January 1, 2012 to November 12, 2012, which represents a 27% increase in average monthly cost of sales and transportation services due to increased volumes during 2013 due to new or revised fee-based contracts, partially offset by the purchase of residue gas from a customer in 2012 and gas purchases related to the natural gas purchase and sales transactions in 2012 (both discussed above).

Operations and maintenance costs were $8.7 million for the year ended December 31, 2013 compared to $8.3 million for the period from January 1, 2012 to November 12, 2012, which represents a 8% decrease in average monthly operations and maintenance costs.

Index to Financial Statements

Depreciation and amortization was $6.7 million for the year ended December 31, 2013 compared to $2.8 million for the period from January 1, 2012 to November 12, 2012, which represents a 112% increase in average monthly depreciation and amortization due to the higher cost basis of property, plant and equipment as a result of the acquisition of TMID by Tallgrass Development on November 13, 2012.

General and administrative expenses during the year ended December 31, 2013 were $3.6 million compared to $2.3 million for the period from January 1, 2012 to November 12, 2012, which represents a 33% increase in average monthly general and administrative expenses. The increase was largely reflective of TEP Pre-Predecessor Parent’s scale advantage during the 2012 period in supporting similar required administrative functions by a substantially larger number of operated businesses.

Taxes, other than income taxes, were $0.3 million for the year ended December 31, 2013 compared to $0.3 million for the period from January 1, 2012 to November 12, 2012, which represents a 13% decrease in average monthly taxes, other than income taxes. The decrease was primarily due to lower property taxes as a result of successful appeals with state taxing authorities on the assessed value of property during 2013.

Year Ended December 31, 2013 Compared to the Period from November 13, 2012 to December 31, 2012

Revenues. Processing & Logistics segment revenues were $164.6 million for the year ended December 31, 2013, compared to $22.0 million for the period from November 13, 2012 to December 31, 2012, which represents a 2% decrease in average monthly revenue. The decrease in revenues was primarily attributable to lower natural gas sales revenue due to sales of residue gas purchased from a customer during the 2012 period which did not occur in 2013, partially offset by increased average monthly NGL sales due to an increase in average monthly volumes of NGLs processed during the year ended December 31, 2013 as a result of new contracts.

Operating costs and expenses. Operating costs and expenses were $148.1 million for the year ended December 31, 2013 compared to $20.1 million for the period from November 13, 2012 to December 31, 2012, which represents a 3% decrease in average monthly operating costs and expenses.

Cost of sales and transportation services were $128.8 million for the year ended December 31, 2013 compared to $16.8 million for the period from November 13, 2012 to December 31, 2012, which represents a 1% increase in average monthly cost of sales and transportation services.

Operations and maintenance costs were $8.7 million for the year ended December 31, 2013 compared to $0.9 million for the period from November 13, 2012 to December 31, 2012, which represents a 30% increase in average monthly operations and maintenance costs. The increase was primarily due to maintenance projects during the Casper and Douglas plant turnarounds in the third quarter of 2013. There were no plant turnarounds during the period from November 13, 2012 to December 31, 2012.

Depreciation and amortization was $6.7 million for the year ended December 31, 2013 compared to $0.8 million for the period from November 13, 2012 to December 31, 2012, which represents a 7% increase in average monthly depreciation and amortization.

General and administrative expenses during the year ended December 31, 2013 were $3.6 million compared to $1.5 million for the period from November 13, 2012 to December 31, 2012, which represents a 68% decrease in average monthly general and administrative expenses. The decrease was primarily due to significant legal and other acquisition costs recognized during the 2012 period associated with the acquisition of the TIGT System and TMID on November 13, 2012.

Taxes, other than income taxes, were $0.3 million for the year ended December 31, 2013 compared to $42,000 for the period from November 13, 2012 to December 31, 2012, which represents a 4% decrease in average monthly taxes, other than income taxes.

Index to Financial Statements

TEP’s primary sources of liquidity for the year ended December 31, 2014 were proceeds from the issuance of common units, borrowings under its revolving credit facility, and cash generated from operations. TEP expects its sources of liquidity in the future to include:

TEP believes that cash on hand, cash generated from operations and availability under its revolving credit facility will be adequate to meet its operating needs, its planned short-term capital and debt service requirements and its planned cash distributions to unitholders. TEP believes that future internal growth projects or potential acquisitions will be funded primarily through a combination of borrowings under its revolving credit facility and issuances of debt and/or equity securities.

TEP has a senior secured revolving credit facility with Barclays Bank PLC, as administrative agent, and a syndicate of lenders, which will mature on May 17, 2018. On June 25, 2014, TEP and certain of its subsidiaries entered into Amendment No. 1 to the credit agreement. The amendment modified certain provisions of the credit agreement to, among other things, (i) increase the amount of the revolving facility from $500 million to $850 million, (ii) increase the sublimit for swing line loans from $40 million to $60 million, (iii) increase the sublimit for letters of credit from $50 million to $75 million, (iv) increase the accordion feature to allow TEP to borrow up to an additional $250 million, subject to TEP’s receipt of increased or new commitments from lenders and satisfaction of certain other conditions and (v) reduce the applicable margin for loans by 0.25%

The revolving credit facility contains various covenants and restrictive provisions that, among other things, limit or restrict TEP’s ability (as well as the ability of its restricted subsidiaries) to incur or guarantee additional debt, incur certain liens on assets, dispose of assets, make certain distributions (including distributions from available cash, if a default or event of default under the credit agreement then exists or would result from making such a distribution), change the nature of TEP’s business, engage in certain mergers or make certain investments and acquisitions, enter into non-arms-length transactions with affiliates and designate certain subsidiaries as “Unrestricted Subsidiaries.” In addition, TEP is required to maintain a consolidated leverage ratio of not more than 4.75 to 1.00 (which will be increased to 5.25 to 1.00 for certain measurement periods following the consummation of certain acquisitions) and a consolidated interest coverage ratio of not less than 2.50 to 1.00. As of December 31, 2014, TEP is in compliance with the covenants required under the revolving credit facility.

The unused portion of the revolving credit facility is subject to a commitment fee, which was initially 0.375%, and after June 25, 2014, ranges from 0.300% to 0.500%, based on TEP’s total leverage ratio. As of December 31, 2014, the weighted average interest rate on outstanding borrowings was 2.45%.

Index to Financial Statements

On July 25, 2014, TEP sold 8,050,000 common units representing limited partner interests in an underwritten public offering at a price of $41.07 per unit, or $39.74 per unit net of the underwriter’s discount, for net proceeds of approximately $319.3 million after deducting the underwriter’s discount and offering expenses paid by TEP. TEP used the net proceeds from the offering to fund a portion of the consideration for the acquisition of a 33.3% membership interest in Pony Express.

On October 31, 2014, TEP entered into an equity distribution agreement pursuant to which it may sell from time to time through a group of managers, as its sales agents, common units representing limited partner interests having an aggregate offering price of up to $200 million. Sales of the common units, if any, will be made by means of ordinary brokers’ transactions, to or through a market maker or directly on or through an electronic communication network, a “dark pool” or any similar market venue, or as otherwise agreed by TEP and one or more of the managers. TEP intends to use the net proceeds from any sale of the units for general partnership purposes, which may include, among other things, capital expenditures, acquisitions and the repayment of debt.

As of December 31, 2014, TEP had issued and sold 28,625 common units with a weighted average sales price of $44.20 per unit under its equity distribution agreement for net proceeds of approximately $1.1 million (net of approximately $215,000 in commissions and professional service expenses). TEP used the net proceeds for general partnership purposes. At December 31, 2014, approximately $198.7 million in aggregate offering price remained available to be issued and sold under the equity distribution agreement.

Working capital is the amount by which current assets exceed current liabilities. As of December 31, 2014, TEP had a working capital surplus of $35.7 million compared to a working capital deficit of $127.0 million at December 31, 2013, which represents an increase in working capital of $162.8 million.

TEP’s working capital requirements have been, and TEP expects will continue to be, primarily driven by changes in accounts receivable and accounts payable. Factors impacting changes in accounts receivable and accounts payable could include the timing of collections from customers, payments to suppliers, and receivables from related parties, as well as the level of spending for capital expenditures and changes in the market prices of energy commodities that TEP buys and sells in the normal course of business. The overall increase in working capital from December 31, 2013 to December 31, 2014 was primarily attributable to a decrease of $87.1 million in accounts payable driven by a decrease in construction accruals at Pony Express, an increase of $73.4 million in receivables from related parties resulting from the Pony Express cash balance swept to Tallgrass Development under the cash management agreement, and an increase of $9.7 million in trade receivables primarily due to Pony Express commencing commercial operations in 2014.

A material adverse change in operations, available financing under TEP’s revolving credit facility, or available financing from the equity or debt capital markets could impact its ability to fund its requirements for liquidity and capital resources in the future.

Index to Financial Statements

The following table and discussion presents a summary of TEP’s cash flow for the periods indicated:

Operating Activities. Cash flows provided by operating activities were $79.4 million and $82.5 million for the years ended December 31, 2014 and 2013, respectively. The decrease in net cash flows provided by operating activities of $3.0 million was primarily driven by the increase in net cash outflows for changes in working capital, primarily due to the timing of payments and a decrease in producer settlements at TMID as a result of lower NGL prices, partially offset by the increase in operating results in the year ended December 31, 2014 compared to the year ended December 31, 2013.

Investing Activities. Cash flows used in investing activities were $1.1 billion and $347.6 million for the years ended December 31, 2014 and 2013, respectively. During the year ended December 31, 2014, net cash used in investing activities were driven by capital expenditures of $665.7 million, primarily due to construction of the Pony Express System, including the lateral in Northeast Colorado, as well as the capacity expansion projects at TMID and other expansion projects at the Trailblazer Pipeline, cash outflows of $270.0 million associated with the related party loan to Tallgrass Development under the Pony Express cash management agreement, and cash outflows of $150.0 million, $7.6 million, and $27.0 million for the acquisitions of the Trailblazer Pipeline, Water Solutions and Pony Express, respectively. These cash outflows were partially offset by cash inflows of $20 million from the return of funds deposited with Shell in support of the crude oil resale obligation of Pony Express.

In the year ended December 31, 2013, net cash used in investing activities was driven by $346.0 million in capital expenditures, consisting primarily of spending on the conversion and construction of the Pony Express System and capacity expansion and efficiency upgrade projects at TMID, and to a lesser extent, capital expenditures at the TIGT System.

Financing Activities. Cash flows provided by financing activities were $1.0 billion and $265.1 million for the years ended December 31, 2014 and 2013, respectively. Financing cash inflows for the year ended December 31, 2014 were primarily driven by the proceeds from net borrowings under the revolving credit facility of $424.0 million, net proceeds of $320.4 million from the issuance of 8,050,000 common units in a public offering which closed on July 25, 2014 and units issued under the ATM program in the fourth quarter of 2014, net contributions from predecessor member of $312.1 million, and a contribution from Tallgrass Development of $27.5 million representing the difference between the carrying amount of the Replacement Gas Facilities and the proceeds received from Tallgrass Development. These cash inflows were partially offset by distributions to TEP unitholders of $68.1 million. Cash flows provided by financing activities for the year ended December 31, 2013 consisted primarily of net contributions from predecessor member of $379.9 million, net cash inflows of $290.5 million from the completion of TEP’s initial public offering on May 17, 2013, and net borrowings under TEP’s

Index to Financial Statements

revolving credit facility of $135.0 million. These cash inflows were partially offset by the repayment of $400.0 million of debt assumed from Tallgrass Development, net distributions to Tallgrass Development of $118.5 million prior to the closing of TEP’s initial public offering on May 17, 2013, and distributions to unitholders of $18.2 million.

Year Ended December 31, 2013 Compared to the Period from January 1, 2012 to November 12, 2012 and the Period from November 13, 2012 to December 31, 2012

Operating Activities. Cash flows provided by operating activities were $82.5 million for the year ended December 31, 2013, compared to cash flows provided of $81.3 million and $10.5 million for the period January 1, 2012 through November 12, 2012 and the period November 13, 2012 through December 31, 2012, respectively. The decrease in cash flows provided by operating activities is primarily driven by decreased operating results during the year ended December 31, 2013, partially offset by an increase in net cash flows from changes in working capital.

Investing Activities. Cash flows used in investing activities were $347.6 million for the year ended December 31, 2013, compared to cash flows used in investing activities of $21.7 million and $12.8 million for the period January 1, 2012 through November 12, 2012 and the period November 13, 2012 through December 31, 2012, respectively. Cash flows used in investing activities for the year ended December 31, 2013 consisted primarily of capital expenditures of $346.0 million as discussed above. For the year ended December 31, 2012, expansion capital projects were approximately $23.1 million. Approximately $9.8 million of this amount was incurred for initial engineering, permitting, hydraulic studies and right-of way acquisitions for Pony Express and was settled pursuant to the centralized cash management program in place at the time. In the Midstream segment, TEP spent approximately $7.5 million to increase the capacity and efficiency of TEP’s Douglas processing plant in order to accommodate TEP’s customers’ increasing natural gas production in the region. In addition, TEP settled and paid a dispute related to the construction of West Frenchie Draw treating plant in the amount of $5.9 million.

Financing Activities. Cash flows provided by financing activities were $265.1 million for the year ended December 31, 2013, compared to cash flows provided by financing activities of $308,000 and cash flows used in financing activities of $57.7 million for the period January 1, 2012 through November 12, 2012 and the period November 13, 2012 through December 31, 2012, respectively. Cash flows provided by financing activities of $265.1 million for the year ended December 31, 2013 were primarily driven by contributions from Predecessor Member, proceeds from TEP’s initial public offering, and net borrowings under TEP’s revolving credit facility, partially offset by the repayment of debt assumed from Tallgrass Development, net distributions to Tallgrass Development prior to the closing of TEP’s initial public offering on May 17, 2013, and distributions to unitholders as discussed above. Cash flows used in financing activities of $57.7 million for the period from January 1, 2012 to November 12, 2012 represent net distributions to Tallgrass Development.

TEP intends to pay quarterly distributions at or above the amount of the minimum quarterly distribution, or MQD, which is $0.2875 per unit. As of January 26, 2015 (the record date for TEP’s distribution with respect to the fourth quarter of 2014), TEP had a total of 49,868,496 common and general partner units outstanding, which equates to an aggregate MQD of approximately $14.3 million per quarter and approximately $57.3 million per year. TEP does not have a legal obligation to pay distributions except as provided in its partnership agreement.

Index to Financial Statements

The following table shows the distributions for the years ended December 31, 2014 and 2013:

The midstream energy business can be capital-intensive, requiring significant investment to maintain and upgrade existing operations. TEP’s capital requirements have consisted primarily of, and it anticipates will continue to consist of the following:

TEP expects to incur approximately $185 million for capital expenditures in 2015, of which approximately $135 million is expected for the construction of the lateral on the Pony Express System located in Northeast Colorado and remaining costs associated with completion of the construction of the Pony Express System, approximately $37 million is expected for other expansion projects, and approximately $13 million is expected for maintenance capital expenditures.

The determination of capital expenditures as maintenance or expansion is made at the individual asset level during TEP’s budgeting process and as TEP approves, executes, and monitors its capital spending. The following table summarizes the maintenance and expansion capital expenditures incurred at its consolidated entities.

Index to Financial Statements

The decrease in maintenance capital expenditures to $9.9 million for the year ended December 31, 2014 from $16.0 million for the year ended December 31, 2013 is primarily driven by a decrease in maintenance capital expenditures in the Gas Transportation & Logistics segment due to certain compressor and pipeline integrity projects in the Gas Transportation & Logistics segment during the year ended December 31, 2013. Maintenance capital expenditures on TEP’s assets occur on a regular schedule, but most major maintenance projects are not required every year so the level of maintenance capital expenditures naturally varies from year to year and varies from quarter to quarter. The increase in expansion capital expenditures to $762.1 million for the year ended December 31, 2014 from $423.0 million for the year ended December 31, 2013 is primarily driven by increased expenditures associated with the conversion and construction of the Pony Express System, which was placed in commercial service in October 2014, and the lateral on the Pony Express System located in Northeast Colorado, which is expected to be placed into commercial service during the second quarter of 2015.

The increase in maintenance capital expenditures to $16.0 million for the year ended December 31, 2013 from $5.6 million and $6.2 million for the periods from November 13, 2012 to December 31, 2012 and January 1, 2012 to November 12, 2012, respectively, is primarily driven by variability in the timing of planned maintenance activities as discussed above. The increase in expansion capital expenditures to $423.0 million for the year ended December 31, 2013 from $9.6 million and $13.3 million for the periods from November 13, 2012 to December 31, 2012 and January 1, 2012 to November 12, 2012, respectively, is primarily driven by expenditures associated with the Pony Express System and lateral in Northeast Colorado as discussed above, and to a lesser extent, capacity expansion and efficiency upgrade projects at TMID, which were substantially completed in the third quarter of 2013.

In addition, TEP invested cash in unconsolidated affiliates of $2.0 million and $1.3 million during the years ended December 31, 2014 and 2013, respectively, to fund its share of capital expansion projects. There were no investments in unconsolidated affiliates during the periods from November 13, 2012 to December 31, 2012 or January 1, 2012 to November 12, 2012.

TEP intends to make cash distributions to its unitholders and its general partner. Due to its cash distribution policy, TEP expects that its will distribute to its unitholders most of the cash generated by its operations. TEP expects to fund future capital expenditures with funds generated from its operations, borrowings under its credit agreement, the issuance of additional partnership units and/or the issuance of long-term debt. If these sources are not sufficient, TEP may reduce its discretionary spending.

Following is a summary of TEP’s contractual cash obligations in future periods, representing amounts that were fixed and determinable as of December 31, 2014:

Index to Financial Statements

On May 17, 2013, in connection with the closing of TEP’s initial public offering, TEP and its general partner entered into an omnibus agreement with Tallgrass Development and certain of its affiliates, including Tallgrass Operations, LLC, which TEP refers to as the Omnibus Agreement. The Omnibus Agreement provides that, among other things, TEP will reimburse Tallgrass Development and its affiliates for all expenses they incur and payments they make on TEP’s behalf, including the costs of employee and director compensation and benefits as well as the cost of the provision of certain centralized corporate functions performed by Tallgrass Development, including legal, accounting, cash management, insurance administration and claims processing, risk management, health, safety and environmental, information technology and human resources in each case to the extent reasonably allocable to TEP. In addition to these costs, TEP pays a quarterly reimbursement to Tallgrass Development for costs associated with being a public company.

For the calendar year 2015, TEP’s annual cost reimbursements to Tallgrass Development for costs discussed above are expected to be $24.0 million. In addition, annual cost reimbursements from Pony Express to Tallgrass Development are expected to be $20.6 million before noncontrolling interests. The quarterly public company reimbursement is expected to be $625,000 in 2015. However, these reimbursement amounts will be periodically reviewed and adjusted as necessary to continue to reflect reasonable allocation of costs to TEP. These reimbursements are not included in the contractual obligations table above.

TEP’s significant accounting policies are described in Note 2 – Summary of Significant Accounting Policies to the consolidated financial statements included in this prospectus. Management’s discussion and analysis of financial condition and results of operations are based upon TEP’s financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. The accounting policies discussed below are considered by management to be critical to an understanding of TEP’s financial statements as their application places the most significant demands on management’s judgment. Due to the inherent uncertainties involved with this type of judgment, actual results could differ significantly from estimates and may have a material adverse impact on TEP’s results of operations, equity or cash flows. For additional information concerning TEP’s other accounting policies, please read the notes to TEP’s consolidated financial statements included in this prospectus.

TEP recognizes revenues when services are rendered or goods are sold to a purchaser at a fixed and determinable price, delivery has occurred, title has transferred and collectability is reasonably assured.

Index to Financial Statements

Natural gas liquids sales occur in the Processing & Logistics segment and consist of the sale of outputs from TEP’s processing plants and the marketing of natural gas liquids that are delivered by TEP’s suppliers under either fee-based arrangements or percent-of-proceeds arrangements. Under these arrangements, TEP treats and process the natural gas delivered by its suppliers, and then sells the resulting NGLs and condensate based on published index market prices. TEP remits to the producers either an agreed-upon percentage of the actual proceeds that it receives from its sales of the NGLs and condensate. TEP keeps the difference between the proceeds received and the amount remitted back to the producer. TEP generally reports revenues gross in its consolidated statements of income, as it typically acts as the principal in these transactions, take custody to the product, and incur the risks and rewards of ownership. Processing and other revenues primarily represent processing fees for processing, treating and fractionation of natural gas earned under fee-based arrangements and revenue from water services earned in the Processing & Logistics segment.

Natural gas sales occur in both the Natural Gas Transportation & Logistics segment and in the Processing & Logistics segment. In the Natural Gas Transportation & Logistics segment, transportation services revenue is recognized when a portion of the natural gas transported by customers is collected as a contractual fee to compensate TEP for fuel consumed by pipeline and storage operations. TEP takes title and records revenue at market prices when the volumes included in the contractual fee are delivered from the customer and injected into TEP’s storage facility. When the excess volumes are eventually sold, TEP records natural gas sales revenue at the contractual sales price and cost of sales and transportation services at average cost. In addition, when operational conditions allow, TEP and TEP Pre-Predecessor occasionally sells “base gas,” which refers to the minimum volume of natural gas required in order to operate the storage facility. In the Processing & Logistics segment, TEP purchases natural gas primarily for use in its operations and for meeting contractual requirements to deliver natural gas to certain customers. In addition, some of TEP’s contractual arrangements allow TEP to keep a portion of the processed natural gas as compensation for processing services. TEP generates revenue by selling the volumes of natural gas received or purchased that exceed its business needs.

Natural gas transportation services occur in the Natural Gas Transportation & Logistics segment. In many cases (generally described as “firm service”), the customer pays a two-part rate that includes (i) a fee reserving the right to transport or store natural gas in TEP and TEP Pre-Predecessor’s facilities and (ii) a per-unit rate for volumes actually transported or injected into/withdrawn from storage. The fee-based component of the overall rate is recognized as revenue in the period the service is provided. The per-unit charge is recognized as revenue when the volumes are delivered to the customer’s agreed upon delivery point, or when the volumes are injected into/withdrawn from TEP and TEP Pre-Predecessor’s storage facilities. In other cases (generally described as “interruptible service”), there is no fee associated with the services because the customer accepts the possibility that service may be interrupted at TEP and TEP Pre-Predecessor’s discretion in order to serve customers who have purchased firm service. In the case of interruptible service, revenue is recognized in the same manner utilized for the per-unit rate for volumes actually transported under firm service agreements. In addition to “firm” and “interruptible” transportation services, TEP and TEP Pre-Predecessor also provide natural gas park and loan services to assist customers in managing short-term gas surpluses or deficits. Revenues are recognized as services are provided, based on the terms negotiated under these contracts.

Crude oil transportation services occur in the Crude Oil Transportation & Logistics segment. TEP provides various types of crude oil transportation services to its customers and, other than pipeline allowance oil, does not take title to the crude oil and does not incur the risks and rewards of ownership. In many cases the customer has committed to ship a fixed quantity of oil barrels per month. For barrels physically received by TEP and delivered to the customers’ agreed upon destination point, revenue is recognized in the period the service is provided. Shipper deficiencies, or barrels committed by the customer to be transported in a month but not physically received by TEP for transport or delivered to the customers’ agreed upon destination point are charged at the committed tariff rate per barrel and recorded as a deferred liability until the barrels are physically transported and delivered by TEP. In the case of non-committed shippers, revenue is recognized in the same manner utilized for the barrels physically transported and delivered. A loss allowance is factored into the crude oil tariffs to offset losses in transit. As crude oil is transported, TEP earns oil for its services as pipeline allowance oil. Any pipeline allowance oil that remains

Index to Financial Statements

after replacing losses in transit can be sold. TEP takes title and record revenue at market prices when the volumes included in the pipeline loss allowance are delivered from the customer. When pipeline loss allowance oil is eventually sold TEP records revenue at the contractual sales price and cost of sales and transportation services at average cost. There were no sales of pipeline allowance oil during the year ended December 31, 2014.

TEP’s regulated activities are accounted for in accordance with the “Regulated Operations” topic of the Financial Accounting Standards Board Accounting Standard Codification, which TEP refers to as the Codification. The Regulated Operations topic prescribes the circumstances in which the application of GAAP is affected by the economic effects of regulation. Regulatory assets and liabilities represent probable future revenues or expenses associated with certain charges and credits that will be recovered from or refunded to customers through the ratemaking process.

Property, plant and equipment is stated at historical cost, which for constructed plants includes indirect costs such as payroll taxes, other employee benefits, allowance for funds used during construction for regulated assets and other costs directly related to the projects. Expenditures that increase capacities, improve efficiencies or extend useful lives are capitalized. Routine maintenance, repairs and renewal costs are expensed as incurred. The cost of normal retirements of the regulated depreciable utility property, plant and equipment, plus the cost of removal less salvage value, is recorded in accumulated depreciation with no effect on current period earnings. Gains or losses are recognized upon retirement of utility property, plant and equipment constituting an operating unit or system, and land, when sold or abandoned.

TEP reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss results when the estimated undiscounted future net cash flows expected to result from the asset’s use and its eventual disposition are less than its carrying amount.

TEP recognizes liabilities for other commitments and contingencies when, after fully analyzing the available information, it determines it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. When a range of probable loss can be estimated, TEP accrues the most likely amount, or if no amount is more likely than another, it accrues the minimum of the range of probable loss.

TEP and TEP Pre-Predecessor expense or capitalize, as appropriate, environmental expenditures that relate to current operations. TEP and TEP Pre-Predecessor expense amounts that relate to an existing condition caused by past operations that do not contribute to current or future revenue generation. TEP and TEP Pre-Predecessor do not discount environmental liabilities to a net present value, and record environmental liabilities when environmental assessments and/or remedial efforts are probable and costs can be reasonably estimated. Recording of these accruals coincides with the completion of a feasibility study or a commitment to a formal plan of action. Estimates of environmental liabilities are based on currently available facts and presently enacted laws and regulations taking into consideration the likely effects of other factors including TEP’s prior experience in remediating contaminated sites, other companies’ clean-up experience and data released by government organizations. TEP’s estimates are subject to revision in future periods based on actual cost or new information.

TEP may enter into derivative contracts with third parties for the purpose of hedging exposures that accompany TEP’s natural gas purchases and sales in its Natural Gas Transportation & Logistics segment, which exposes TEP to risks associated with changes in the market price of natural gas. Specifically, these risks are

Index to Financial Statements

associated with (i) pre-existing or anticipated physical natural gas sales, (ii) natural gas purchases and (iii) natural gas system use and storage. During the period from January 1, 2012 to November 12, 2012, TEP recognized no gain or loss as a result of ineffectiveness of these hedges. TEP did not exclude any component of the derivative contracts’ gain or loss from the assessment of hedge effectiveness. As the hedged sales and purchases took place and TEP recorded them into earnings, TEP also reclassified the associated gains and losses included in accumulated other comprehensive income into earnings. Subsequent to November 13, 2012, TEP discontinued the use of hedge accounting and began recording the changes in fair value of its derivative contracts in current earnings. TEP does not currently hedge the commodity exposure in its processing contracts with respect to its natural gas and NGL purchases and sales in its Processing & Logistics segment. However, TEP monitors the mix of its contractual arrangements described above and has a minimal amount of exposure to natural gas and NGL price volatility in its current contract portfolio.

TEP evaluates goodwill for impairment annually in the third quarter, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

TEP evaluates goodwill impairment by reporting unit level, which is an operating segment as defined in the segment reporting guidance of the Codification, using either the qualitative assessment option or the two-step test approach depending on facts and circumstances of the reporting unit. TEP’s reporting units are the same as its reporting segments. If TEP, after performing the qualitative assessment, determine it is “more likely than not” that the fair value of a reporting unit is greater than its carrying amount, the two-step impairment test is unnecessary. When goodwill is evaluated for impairment using the two-step test, the carrying amount of the reporting unit is compared to its fair value in Step 1 and if the fair value exceeds the carrying amount, Step 2 is unnecessary. If the carrying amount exceeds the reporting unit’s fair value, this could indicate potential impairment and Step 2 of the goodwill evaluation process is required to determine if goodwill is impaired and to measure the amount of impairment loss to recognize, if any. When Step 2 is necessary, the fair value of individual assets and liabilities is determined using valuations, or other observable sources of fair value, as appropriate. If the carrying amount of goodwill exceeds its implied fair value, the excess is recognized as an impairment loss.

TEP completed its impairment testing of goodwill in the third quarter of 2014 using the methodology described herein, and determined there was no impairment.

Estimating the fair value of each award, the number of awards that will ultimately vest, and the forfeiture rate requires management to apply judgment to estimate the tenure of TEP’s employees and the achievement of certain performance targets over the performance period. If actual results are not consistent with TEP’s assumptions and judgments or its assumptions and estimates change due to new information, TEP may experience material changes in compensation expense.

The profitability of TEP’s processing contracts that include keep whole or percent of proceeds components is affected by volatility in prevailing NGL and natural gas prices. As of December 31, 2014 approximately 87% of TEP’s reserved processing capacity was subject to fee-based processing contracts, with the remaining 13%

Index to Financial Statements

subject to percent of proceeds or keep whole processing contracts, a notable shift toward fee-based processing contracts as compared to approximately 66% fee-based contracts and approximately 34% of percent of proceeds or keep whole processing contracts as of December 31, 2013. TEP does not currently hedge the commodity exposure in its processing contracts and it does not expect to in the foreseeable future. TEP’s Processing & Logistics segment comprised approximately 30% of its Adjusted EBITDA for the years ended December 31, 2014 and 2013.

TEP has a limited amount of direct commodity price exposure related to crude oil collected as part of its contractual pipeline loss allowance at Pony Express. TEP does not currently hedge this commodity exposure.

TEP also have a limited amount of direct commodity price exposure related to natural gas collected related to electrical compression costs and lost and unaccounted for gas on the TIGT System. Historically, TEP has entered into derivative contracts with third parties for a substantial majority of the gas it expects to collect during the current year for the purpose of hedging its commodity price exposures. TEP expects to continue these hedging activities for the foreseeable future. As of December 31, 2014, TEP had no natural gas hedges outstanding.

TEP measures the risk of price changes in its natural gas swaps utilizing a sensitivity analysis model. The sensitivity analysis measures the potential income or loss (i.e., the change in fair value of the derivative instruments) based upon a hypothetical 10% movement in the underlying quoted market prices. In addition to these variables, the fair value of each portfolio is influenced by fluctuations in the notional amounts of the instruments and the discount rates used to determine the present values. TEP enters into derivative contracts solely for the purpose of mitigating the risks that accompany certain of its business activities and, therefore, both the sensitivity analysis model and the change in the market value of its outstanding derivative contracts are offset largely by changes in the value of the underlying physical natural gas sales. As of December 31, 2014, TEP had no natural gas hedges outstanding and thus no fair value change due to a hypothetical increase in the natural gas price forward curve.

The Commodity Futures Trading Commission, or the CFTC, has promulgated regulations to implement Dodd-Frank’s changes to the Commodity Exchange Act, including the definition of commodity-based swaps subject to those regulations. The CFTC regulations are intended to implement new reporting and record keeping requirements related to those swap transactions and a mandatory clearing and exchange-execution regime for various types, categories or classes of swaps, subject to certain exemptions, including the trade-option and end-user exemptions. Although TEP anticipates that most, if not all, of its swap transactions should qualify for an exemption to the clearing and exchange-execution requirements, it will still be subject to record keeping and reporting requirements. Other changes to the Commodity Exchange Act made as a result of the Dodd-Frank Act and the CFTC’s implementing regulations could significantly increase the cost of entering into new swaps.

As described in “—Liquidity and Capital Resources Overview” above, TEP currently has an $850 million revolving credit facility. Borrowings under the revolving credit facility will bear interest, at TEP’s option, at either (a) a base rate, which will be a rate equal to the greatest of (i) the prime rate, (ii) the U.S. federal funds rate plus 0.5% and (iii) a one-month reserve adjusted Eurodollar rate plus 1.00% or (b) a reserve adjusted Eurodollar Rate, plus, in each case, an applicable margin. For loans bearing interest based on the base rate, the applicable margin was initially 1.00%, and for loans bearing interest based on the reserve adjusted Eurodollar rate, the applicable margin was initially 2.00%. After June 25, 2014, the applicable margin ranges from 0.75% to 2.75%, based upon TEP’s total leverage ratio and whether it has elected the base rate or the reserve adjusted Eurodollar rate. TEP does not currently hedge the interest rate risk on its borrowings under the revolving credit facility. However, in the future TEP may consider hedging the interest rate risk or may consider choosing longer Eurodollar borrowing terms in order to fix all or a portion of its borrowings for a period of time. TEP estimates that a 1% increase in interest rates would decrease the fair value of the debt by $0.2 million based on the debt obligations as of December 31, 2014.

Index to Financial Statements

TEP is exposed to credit risk. Credit risk represents the loss that TEP would incur if a counterparty fails to perform under its contractual obligations. TEP manages its exposure to credit risk associated with customers to whom it extends credit through a credit approval process which includes credit analysis, the establishment of credit limits and ongoing monitoring procedures. TEP may request letters of credit, cash collateral, prepayments, guarantees or bonds as forms of credit support. TEP has historically experienced only minimal credit losses in connection with its receivables.

A substantial majority of TEP’s revenue is produced under long-term, firm, fee-based contracts with high-quality customers. The customer base TEP currently serves under these contracts generally has a strong credit profile, with over 70% of TEP’s revenues derived from customers with investment grade credit ratings as of December 31, 2014.

Index to Financial Statements

We are a recently formed Delaware limited partnership that will elect to be treated as a corporation for U.S. federal income tax purposes. Our only cash-generating assets at the closing of this offering will consist of Tallgrass Equity units, representing a controlling % membership interest in Tallgrass Equity. At the closing of this offering, Tallgrass Equity will own, through its ownership of TEP GP, all of TEP’s IDRs and 834,391 TEP general partner units, representing an approximate 1.39% general partner interest in TEP. Tallgrass Equity will also own directly the Acquired TEP Units, representing an approximate % of TEP’s outstanding common units. We believe TEP’s stable, fee-based cash flow and strong potential for future distribution growth will directly benefit us as a result of our interest in Tallgrass Equity.

TEP is a publicly traded limited partnership primarily engaged in the transportation, storage, and processing of natural gas, the transportation of crude oil and the provision of water business services primarily to the oil and gas exploration and production industry. TEP’s assets are principally located in the Rocky Mountains and Midwest regions, and we believe these assets are an integral part of the energy infrastructure required to transport natural gas and crude oil between producers and consumers in these areas. TEP’s business operations are conducted primarily under long-term, fixed-fee arrangements with its customers. As of December 31, 2014, the market capitalization of TEP’s common units totaled approximately $2.2 billion, including units held by affiliates.

TEP’s existing business is comprised primarily of the TIGT System, the Trailblazer Pipeline, a 33.3% membership interest in Pony Express, and the Midstream Facilities. The TIGT System is a FERC-regulated natural gas transportation and storage system located in Colorado, Kansas, Missouri, Nebraska and Wyoming. The Trailblazer Pipeline is a FERC-regulated natural gas pipeline system extending from the Colorado and Wyoming border to Beatrice, Nebraska. Combined, the TIGT System and the Trailblazer Pipeline have approximately 73% of their capacity reserved with a weighted average remaining contract life of approximately 3 years as of December 31, 2014. Pony Express owns a crude oil pipeline commencing in Guernsey, Wyoming and terminating in Cushing, Oklahoma, referred to as the Pony Express System, with 100% of its current contractible capacity secured by contracts with a weighted average remaining contract life of approximately 5 years as of December 31, 2014. Ten percent of current available design capacity on the Pony Express System is required to be available for uncommitted or “walk-up” shippers and is therefore not under contract. The Midstream Facilities include natural gas processing and treating facilities in the Wind River and Powder River basins with approximately 87% of their capacity under fee-based contracts with a weighted average remaining contract life of approximately 3 years as of December 31, 2014.

TEP’s principal business strategy is to ensure the ongoing stability of its business, while increasing the quarterly cash distributions that it pays to its unitholders over time. TEP intends to pursue a combination of accretive acquisitions from Tallgrass Development and third parties and capitalize on organic expansion opportunities to increase its quarterly cash distributions. Tallgrass Development currently holds the following operating assets, which we refer to as the Development Assets: (i) an approximate 66.7% membership interest in Pony Express, (ii) a 50% interest in, and operation of REX and (iii) a 100% interest in Terminals. Since its initial public offering, TEP has purchased the Trailblazer Pipeline and an approximate 33.3% membership interest in Pony Express from Tallgrass Development, and Tallgrass Development recently offered TEP another approximate 33.3% membership interest in Pony Express. The remaining Development Assets are of strategic interest to TEP and would complement its existing asset base by, among other things, expanding and diversifying its cash flow sources.

Index to Financial Statements

The graph set forth below illustrates the impact on distributions from TEP to Tallgrass Equity as a result of TEP raising or lowering its quarterly cash distribution from its distribution with respect to the fourth quarter of 2014 of $0.4850 per unit, or $1.94 on an annualized basis. It is based on Tallgrass Equity’s direct and indirect ownership of TEP’s IDRs, general partner units, and common units as of the closing of this offering. The IDRs entitle Tallgrass Equity to receive, without duplication, the following:

Index to Financial Statements

Note: Amounts shown in the graph above represent potential distributions by TEP to Tallgrass Equity assuming different hypothetical TEP distributions per common unit, based on the 49,034,105 common units outstanding on TEP’s record date for the distribution with respect to the fourth quarter of 2014. Amounts shown assume that (i) Tallgrass Equity owns 20 million TEP common units, and (ii) TEP GP owns 834,391 TEP general partner units. Amounts shown also assume that TEP GP does not exercise its right to limit or modify IDRs or obtain additional general partner units. Please read “Risk Factors—Risks Inherent in an Investment in Us—, we may limit or modify the incentive distributions that Tallgrass Equity is entitled to receive through its ownership of TEP’s incentive distribution rights without the consent of our shareholders, which may reduce cash distributions to you.” In addition, the level of cash distributions Tallgrass Equity receives is subject to risks associated with the underlying business of, and an investment in, TEP.

Index to Financial Statements

The graph set forth below illustrates the impact on distributions from TEP to Tallgrass Equity at various hypothetical annualized distribution levels if the total number of outstanding TEP common units increased from the number of outstanding common units as of the record date for the distribution with respect to the fourth quarter 2014 of approximately 49 million units. The impact on Tallgrass Equity of changes in TEP’s per unit cash distribution amounts will vary depending on several factors, including the number of TEP’s outstanding partnership interests on the record date for cash distributions, the number of TEP’s outstanding partnership interests owned by Tallgrass Equity on the record date for cash distributions and the impact of the IDR structure. This information is presented for illustrative purposes only and is not intended to be a prediction or forecast of future performance. Please read “Risk Factors.”

Note: Amounts shown in the graph above represent potential distributions by TEP to Tallgrass Equity assuming different hypothetical TEP distributions per common unit and different hypothetical amounts of TEP common units outstanding. Amounts shown assume that (i) Tallgrass Equity owns 20 million TEP common units, and (ii) TEP GP owns 834,391 TEP general partner units. Amounts shown also assume that TEP GP does not exercise its right to limit or modify IDRs or obtain additional general partner units. Please read “Risk Factors—Risks Inherent in an Investment in Us—We may limit or modify the incentive distributions that Tallgrass Equity is entitled to receive through its ownership of TEP’s incentive distribution rights without the consent of our shareholders, which may reduce cash distributions to you.” In addition, the level of cash distributions Tallgrass Equity receives is subject to risks associated with the underlying business of, and an investment in, TEP.

Index to Financial Statements

competitiveness for acquisitions and manage TEP’s overall cost of equity capital while achieving an appropriate balance between short-term and long-term accretion to TEP’s limited partners and the holders of its general partner interest and IDRs. We may also support TEP’s growth by making a loan or capital contribution to TEP with funds raised through the offering of our equity or debt securities or our potential borrowing under a future credit facility to fund an acquisition or growth capital project by TEP or providing TEP with other forms of credit support, such as guarantees related to financing a project or other types of support related to a merger or acquisition transaction.

How Our Partnership Agreement Terms Differ from those of Other Publicly Traded Partnerships

Although we are organized as a limited partnership, the terms of our partnership agreement will differ from those of TEP and many other publicly traded partnerships. For example:

For a more complete description of the terms of our partnership agreement, please read the summaries in “Description of Our Shares” and “Description of Our Partnership Agreement,” as well as Appendix A—Amended and Restated Agreement of Limited Partnership of Tallgrass Energy GP, LP.

Index to Financial Statements

We are not currently a party to any legal proceedings. TEP is a party to various legal proceedings and/or regulatory proceedings incidental to its business. Any adverse result in these proceedings could result in a reduction in the cash that TEP distributes to Tallgrass Equity, which in turn, would reduce the cash we have available to distribute to our Class A shareholders. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Commitments and Contingencies.”

In order to maintain operational flexibility, our operations are conducted through, and our operating assets are owned by operating subsidiaries. However, neither we nor any of our operating subsidiaries have any employees. Although all of the employees that conduct our business are employed by Tallgrass Management, LLC, we sometimes refer to these individuals in this prospectus as our employees.

Neither our general partner nor TEP’s general partner and its affiliates will receive any management fee in connection with the management of our business, but Tallgrass Equity will reimburse our general partner for all expenses it incurs and payments it makes on our behalf pursuant to our partnership agreement. In addition, Tallgrass Equity will reimburse Tallgrass Management for all expenses its incurs and payments it makes on our behalf pursuant to the omnibus agreement, including the costs of employee and director compensation and benefits as well as the cost of the provision of certain corporate, general and administrative services in each case to the extent properly allocable to us. Any direct expenses associated with being a separate publicly traded entity will be borne by Tallgrass Equity. We currently anticipate that Tallgrass Equity’s reimbursable expenses will be approximately $2.0 million for the twelve month period ending June 30, 2016 based on our current operations. Neither our partnership agreement nor our omnibus agreement will limit the amount of expenses for which our general partner, Tallgrass Management and their respective affiliates may be reimbursed by Tallgrass Equity. All reimbursements to our general partner, Tallgrass Management and their respective affiliates by Tallgrass Equity will reduce cash distributions by Tallgrass Equity to its members, which in turn will reduce the amount of cash we distribute to our shareholders. Our general partner is liable, as general partner, for all of our debts (to the extent not paid from our assets), except for indebtedness or other obligations that are made specifically nonrecourse to it. Whenever economically practical, our general partner intends to cause us to incur indebtedness or other obligations that are nonrecourse to it.

Index to Financial Statements

For a discussion of the possible risks that could adversely affect TEP’s strategy, please read “Risk Factors—Risks Related to TEP’s Business.”

We believe that TEP is well-positioned to successfully execute its strategy because of the following competitive strengths:

Index to Financial Statements

TIGT System. The TIGT System is a FERC-regulated natural gas transportation and storage system with approximately 4,653 miles of varying diameter transportation pipelines serving Wyoming, Colorado, Kansas, Missouri and Nebraska. The natural gas currently transported on the TIGT System primarily comes from the Denver-Julesburg Basin and the Niobrara and Mississippi Lime shale formations. The TIGT System also includes the Huntsman natural gas storage facility located in Cheyenne County, Nebraska. The TIGT System primarily provides transportation and storage services to on-system customers such as local distribution companies and industrial users, including ethanol plants, and irrigation and grain drying operations, which depend on the TIGT System’s interconnections to their facilities to meet their demand for natural gas and a majority of whom pay FERC-approved recourse rates. For the year ended December 31, 2014, approximately 87% of the TIGT System’s transportation revenue was generated from contracts with on-system customers.

Index to Financial Statements

The following tables provide information regarding TEP’s Natural Gas Transportation & Logistics segment assets as of December 31, 2014 and for the years ended December 31, 2014, 2013, and 2012:

Pony Express System. TEP owns a 33.3% membership interest in Pony Express, which is consolidated by TEP for financial reporting purposes. Pony Express owns and operates the Pony Express System, an approximately 698-mile crude oil pipeline commencing in Guernsey, Wyoming, and terminating in Cushing, Oklahoma, with delivery points at the Ponca City Refinery and at Deeprock in Cushing. Upon completion of ongoing construction, the Pony Express System will also include an approximately 66-mile lateral in Northeast Colorado that will commence in Weld County, Colorado, and interconnect with the Pony Express System just east of Sterling, Colorado. The lateral in Northeast Colorado is expected to be in service sometime during the first half of 2015. Tallgrass Development owns the remaining 66.7% membership interest in Pony Express.

The table below sets forth certain information regarding TEP’s Crude Oil Transportation & Logistics segment as of December 31, 2014 and for the year ended December 31, 2014:

Index to Financial Statements

The table below sets forth certain information regarding TEP’s Processing & Logistics segment as of December 31, 2014 and for the years ended December 31, 2014, 2013, and 2012:

TEP’s principal competitors in its natural gas transportation and storage market include companies that own major natural gas pipelines, such as Wyoming Interstate Company, LLC, Colorado Interstate Gas Company, LLC, Cheyenne Plains Gas Pipeline Company, LLC and Southern Star Central Gas Pipeline, Inc., many of whom also

Index to Financial Statements

have existing storage facilities connected to their transportation systems that compete with TEP’s storage facilities. In addition to this competition, which is primarily comprised of other pipeline companies that transport gas out of the Rocky Mountain Region, the Trailblazer Pipeline also delivers gas into a very competitive marketplace that receives gas from the developing shale plays like the Bakken, Marcellus and Utica. As these supplies increase, it reduces the need for traditional Rockies gas production that is accessible to the Trailblazer Pipeline.

Pony Express encounters competition in the crude oil transportation business. A number of pipeline companies directly compete with Pony Express to service takeaway volumes in markets that Pony Express currently serves, including pipelines owned and operated by Spectra Energy, Plains All American, Suncor and SemGroup. Pony Express also competes with rail facilities, which can provide more delivery optionality to crude oil producers and marketers looking to capitalize on basis differentials between two primary crude oil price benchmarks (West Texas Intermediate Crude and Brent Crude), and with refineries that source barrels in areas served by Pony Express

TEP also experiences competition in the natural gas processing business. TEP’s principal competitors for processing business include other facilities that service its supply areas, such as the other regional processing and treating facilities in the Greater Powder River Basin which include plants owned and operated by Kinder Morgan, Inc., which TEP refers to as Kinder Morgan, ONEOK Partners, LP, Western Gas Partners, LP, Williams Partners L.P. and Meritage Midstream Services II, LLC. In addition, due to the growing nature of the liquids-rich plays in the Wind River Basin and Powder River Basin, it is possible that one of TEP’s competitors could build additional processing facilities that service its supply areas.

Additionally, pending and future construction projects, if and when brought online, may also compete with TEP’s natural gas transportation, storage and processing services and its crude oil transportation services. These current and future competitors may have capital and other resources greater than TEP’s. In addition, as a provider of midstream services to the natural gas and crude oil industries, TEP generally competes with other forms of energy available to consumers, including electricity, coal, propane and fuel oils. Several factors influence the demand for natural gas and crude oil, including price changes, the availability of natural gas and crude oil and other forms of energy, the level of business activity, conservation, legislation and governmental regulations, weather, and the ability to convert to alternative fuels.

TEP provides open-access interstate transportation service on its natural gas transportation systems pursuant to tariffs approved by the FERC. As interstate transportation and storage systems, the rates, terms of service and continued operations of the TIGT System and the Trailblazer Pipeline are subject to regulation by the FERC, under among other statutes, the Natural Gas Act of 1938, or NGA, the Natural Gas Policy Act of 1978, or the NGPA, and the Energy Policy Act of 2005, or EP Act 2005. The rates and terms of service on the Pony Express System are subject to regulation by the FERC under the Interstate Commerce Act, or the ICA, and the Energy Policy Act of 1992. TEP provides interstate transportation service on the Pony Express System pursuant to tariffs on file with the FERC.

The FERC’s authority over crude oil pipelines is less broad than its authority over interstate natural gas pipelines and extends to rates, operating terms and conditions of service, the form of tariffs governing service, the maintenance of accounts and records, relationships among affiliated transporters and shippers, and depreciation and amortization policies.

The FERC has jurisdiction over, among other things, the construction, ownership and commercial operation of pipelines and related facilities used in the transportation and storage of natural gas in interstate commerce, including the modification, extension, enlargement and abandonment of such facilities. The FERC also has jurisdiction over the rates, charges and terms and conditions of service for the transportation and storage of natural gas in interstate commerce.

Index to Financial Statements

The rates and terms for access to natural gas pipeline transportation services are subject to extensive regulation, and the FERC has undertaken various initiatives to increase competition within the natural gas industry. As a result of these initiatives, interstate natural gas transportation and marketing entities have been substantially restructured to remove barriers and practices that historically limited non-pipeline natural gas sellers, including producers, from competing effectively with interstate pipelines for sales to local distribution companies and large industrial and commercial customers. The FERC’s regulations require, among other things, that interstate natural gas pipelines provide firm and interruptible transportation service on an open access basis that is equal for all natural gas market participants, provide internet access to current information about available pipeline capacity and other relevant information, and permit pipeline shippers under certain circumstances to release contracted transportation and storage capacity to other shippers, thereby creating secondary markets for such services. The result of the FERC’s initiatives has been to eliminate interstate natural gas pipelines’ historical role of providing bundled sales service of natural gas and to require pipelines to offer unbundled storage and transportation services on a nondiscriminatory basis. The rates for such transportation and storage services are subject to the FERC’s ratemaking authority, and the FERC exercises its authority by applying cost-of-service principles to limit the maximum and minimum levels of tariff-based recourse rates; however it also allows for the negotiation of rates as a cost-based alternative rate and may grant market-based rates in certain circumstances, typically with respect to storage services. The FERC regulations also restrict interstate natural gas pipelines from sharing transportation or customer information with marketing affiliates and require that the transmission function personnel of interstate natural gas pipelines operate independently of the marketing function personnel of the pipeline or its affiliates.

Trailblazer initiated a rate proceeding with the FERC on July 1, 2013 to implement a general rate increase to its recourse rates, initiate a rolled-in rate structure for expansion facilities certificated in 2001, and adopt miscellaneous other updates to its General Terms and Conditions in its tariff. On February 24, 2014, Trailblazer submitted to the FERC an uncontested offer of settlement and stipulation to resolve the proceeding by, among other things: (a) setting new maximum recourse rates based upon a “black box” cost of service of $21.1 million, (b) revising the charges and methods for recovery of fuel costs (natural gas and electric power used in providing service), (c) providing for revenue sharing of certain interruptible and short-term firm service revenues with eligible maximum recourse rate firm service shippers, (d) establishing a rate moratorium until January 1, 2016, and (e) requiring a general rate case to be filed no later than January 1, 2019. The FERC accepted the settlement agreement by letter order on May 29, 2014. Per the terms of the settlement, Trailblazer is required to file a new general rate case by January 1, 2019, and no settling party may file to change the settlement rates before January 1, 2016.

In 2011, the FERC approved a settlement reducing TIGT’s rates for fuel and lost and unaccounted for gas prospectively. TEP’s current fuel rates reflect the settlement rates. As part of the settlement, TIGT is required to file with the FERC a cost and revenue study prior to November 1, 2015, although TIGT has no obligation to file an NGA Section 4 rate proceeding.

On August 6, 2012, TIGT filed an application with the FERC to: (1) abandon approximately 433 miles of mainline natural gas pipeline facilities, along with associated rights of way and other related equipment, which TEP refers to as the Pony Express Assets, and the natural gas service therefrom, and transfer those assets to Pony Express (which has since converted those assets into the Pony Express System); and (2) construct and operate certain replacement-type facilities necessary to continue service to existing natural gas firm transportation customers following the conversion, which TEP refers to as the Replacement Gas Facilities. The FERC approved TIGT’s application on September 12, 2013.

Index to Financial Statements

In December 2013, TIGT removed the Pony Express Assets from gas service and sold those assets to Pony Express for approximately $83.0 million. In TEP’s Annual Report for the year ended December 31, 2014, it refers to (i) the abandonment of the Pony Express Assets, (ii) the construction of the Replacement Gas Facilities and incremental costs of continuing existing gas service at TIGT and related contractual reimbursements, (iii) the sale of the Pony Express Assets to Pony Express and (iv) ongoing reimbursements from Pony Express to TIGT for costs incurred to construct the Replacement Gas Facilities and to transport gas on third party pipelines to enable continuation of service to customers who previously received gas transported on the abandoned portion of the TIGT System, collectively as the Pony Express Abandonment. For additional information, see Note 16 – Regulatory Matters to the consolidated financial statements included in this prospectus.

The construction of the Pony Express System consists of three primary phases: (1) conversion of 433 miles of the Pony Express Assets from a natural gas pipeline into a crude oil pipeline, (2) construction of an approximately 266-mile extension from the converted pipeline to Cushing, Oklahoma, and (3) construction of an approximate 66-mile expansion lateral in northeast Colorado. The first two parts of the project are complete. Following line fill, the Pony Express System was placed in service in October 2014. The third part of the project is scheduled to be placed in service during the second quarter of 2015. Following completion of the lateral in northeast Colorado, the total system design capacity of the Pony Express System will be approximately 320,000 bbls/d. Of that, approximately 287,450 bbls/d, equal to 90% of the pipeline capacity, is committed to shippers under 5 year firm contracts. The remaining 10%, equal to approximately 32,550 bbls/d, of the system design capacity is allocated for walk-up (or uncommitted) shippers.

In anticipation of placing the Pony Express System into service, several petitions for declaratory orders were submitted to the FERC by Tallgrass Pony Express Pipeline LLC, its predecessor Kinder Morgan Pony Express Pipeline, LLC, and certain upstream pipelines interconnected with Pony Express to address considerations related to the Pony Express pipeline system and other matters. In response to these petitions, the FERC issued three declaratory orders (two in 2012 and one in 2014) approving the proposed rate structures and terms of service for Pony Express. Pony Express also submitted public tariff filings to the FERC to adopt a tariff with initial terms and conditions of service, as well as initial contract and non-contract rates. The effective date of these filings was October 1, 2014 for initial terms and conditions and non-contract rates and November 1, 2014 for initial contract rates.

Compliance with 2014 FERC Show Cause Order Issued to All Interstate Pipelines Regarding Notice of Offers to Purchase Released Capacity

On March 20, 2014, the FERC issued an Order to Show Cause to all interstate natural gas pipelines requiring the pipelines to revise their respective FERC Gas Tariffs to provide for the posting of offers to purchase released capacity as required by 18 C.F.R. §284.8(d). Both TIGT and Trailblazer submitted compliance filings proposing revisions to their respective tariffs, and the FERC accepted their compliance filings to be effective October 21, 2014.

The Energy Policy Act of 2005, or the EPAct 2005, among other matters, amended the NGA to add an anti-manipulation provision that makes it unlawful for any entity to engage in prohibited behavior in contravention of rules and regulations to be prescribed by the FERC and, furthermore, provides the FERC with additional civil penalty authority. The FERC adopted rules implementing the anti- manipulation provision of the EPAct 2005 that make it unlawful for any entity, directly or indirectly in connection with the purchase or sale of natural gas transportation services subject to the jurisdiction of the FERC to (1) use or employ any device, scheme or artifice to defraud; (2) to make any untrue statement of material fact or omit to make any such statement necessary to make the statements made not misleading; or (3) to engage in any act or practice that operates as a fraud or deceit upon any person.

Index to Financial Statements

These anti-manipulation rules apply to interstate gas pipelines and storage companies and intrastate gas pipelines and storage companies that provide interstate services as well as otherwise non-jurisdictional entities to the extent the activities are conducted ‘‘in connection with” gas sales, purchases or transportation subject to FERC jurisdiction. These anti-manipulation rules do not apply to activities that relate only to intrastate or other non-jurisdictional sales or gathering, but only to the extent such transactions do not have a ‘‘nexus’’ to jurisdictional transactions. The EPAct 2005 also amended the NGA and the NGPA to give the FERC authority to impose civil penalties for violations of these statutes, up to $1 million per day per violation. In connection with this enhanced civil penalty authority, the FERC issued policy statements on enforcement to provide guidance regarding the enforcement of the statutes, orders, rules and regulations it administers, including factors to be considered in determining the appropriate enforcement action to be taken. Should TEP fail to comply with all applicable FERC-administered statutes, rule, regulations and orders, it could be subject to substantial penalties and fines.

The EPAct of 2005 also amended the NGA to authorize the FERC to facilitate price transparency in markets for the sale or transportation of physical natural gas in interstate commerce. The FERC has taken steps to enhance its market oversight and monitoring of the natural gas industry by adopting rules that (1) require buyers and sellers of annual quantities of 2,200,000

MMBtu or more of gas in any year to report by May on the aggregate volumes of natural gas they purchased or sold at wholesale in the prior calendar year; (2) report whether they provide prices to any index publishers and, if so, whether their reporting complies with the FERC’s policy statement on price reporting; and (3) increase the Internet posting obligations of interstate pipelines.

In addition, the Commodity Futures Trading Commission, or CFTC, is directed under the Commodities Exchange Act, or CEA, to prevent price manipulations for the commodity and futures markets, including the energy futures markets. Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, or Dodd-Frank Act, in July 2010 and other authority, the CFTC has adopted anti-market manipulation regulations that prohibit fraud and price manipulation in the commodity and futures markets. The CFTC also has statutory authority to seek civil penalties of up to the greater of $1 million or triple the monetary gain to the violator for violations of the anti-market manipulation sections of the CEA.

Further, the Federal Trade Commission, or the FTC, has the authority under the Federal Trade Commission Act, or the FTCA, and the Energy Independence and Security Act of 2007, or EISA, to regulate wholesale petroleum markets. The FTC has adopted anti-market manipulation rules, including prohibiting fraud and deceit in connection with the purchase or sale of certain petroleum products, and prohibiting omissions of material information which distort or are likely to distort market conditions for such products. In addition to other enforcement powers it has under the FTCA, the FTC can sue violators under EISA and request that a court impose fines of up to $1 million per violation per day. The FERC also has the authority under the Interstate Commerce Act, or ICA, to regulate the interstate transportation of petroleum on common carrier pipelines, including whether a pipeline’s rates or rules and regulations for service are “just and reasonable.” Among other enforcement powers, the FERC can order prospective rate changes, suspend the effectiveness of rates, and order reparations for damages.

TEP is also subject to safety regulations imposed by PHMSA, including those regulations requiring TEP to develop and maintain integrity management programs to comprehensively evaluate certain areas along its pipelines and take additional measures to protect pipeline segments located in areas, which are referred to as high consequence areas, where a leak or rupture could potentially do the most harm.

The ultimate costs of compliance with the integrity management rules are difficult to predict. Changes such as advances of in-line inspection tools, identification of additional threats to a pipeline’s integrity and changes to the amount of pipe determined to be located in high consequence areas, or HCAs, can have a significant impact

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on the costs to perform integrity testing and repairs. TEP is currently performing inspections on certain segments of the Trailblazer Pipeline that collectively total approximately 70-miles as part of TEP’s integrity management program to identify potential areas for replacement and repair. In connection with TEP’s acquisition of the Trailblazer Pipeline, Tallgrass Development agreed to contractually indemnify TEP for any out of pocket costs it incurs between April 1, 2014 and April 1, 2017 related to repairing or remediating the Trailblazer Pipeline, to the extent that such actions are necessitated by external corrosion caused by the pipeline’s disbonded Hi-Melt CTE coating. The contractual indemnity provided to TEP by Tallgrass Development is capped at $20 million and is subject to TEP first paying an annual $1.5 million deductible. TEP may not be able to recover any or all of such out of pocket costs that are not covered by this contractual indemnity from its customers unless and until TEP receives FERC approval to recover such costs through a general rate increase or other FERC-approved recovery mechanism. TEP will continue pipeline integrity testing programs to assess and maintain the integrity of its existing and future pipelines as required by the U.S. Department of Transportation regulations. The results of these tests could cause TEP to incur material and unanticipated capital and operating expenditures for repairs or upgrades deemed necessary to ensure the continued safe and reliable operation of its pipeline systems.

In addition, TEP may be subject to enforcement actions and penalties for failure to comply with pipeline regulations. For example, on August 29, 2012, PHMSA notified TIGT that a report from an audit conducted in 2010 indicated a probable violation for failing to perform a periodic review of personnel responses to certain abnormal operations. Specifically, PHMSA cited the operation of a relief valve on March 3, 2010. TIGT responded to the notice of probable violation and requested a hearing in a response filed with PHMSA on October 1, 2012. A hearing was held on January 15, 2013 and a Final Order was received on October 30, 2013 that required TEP to modify its operating procedures to further address Abnormal Operating Conditions.

The President signed into law in January 2012 The Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011, or The Pipeline Safety Act of 2011, which increased penalties for violations of safety laws and rules, among other matters, and may result in the imposition of more stringent regulations in the next few years. PHMSA is also currently considering changes to its regulations. PHMSA issued an Advisory Bulletin in May 2012, which advised pipeline operators of anticipated changes in annual reporting requirements and that if they are relying on design, construction, inspection, testing, or other data to determine the pressures at which their pipelines should operate, the records of that data must be traceable, verifiable and complete. Locating such records and, in the absence of any such records, verifying maximum pressures through physical testing (including hydrotesting) or modifying or replacing facilities to meet the demands of such pressures, could significantly increase TEP’s costs. TIGT continues to investigate and, when necessary, report to PHMSA the miles of pipeline for which it has incomplete records for maximum allowable operating pressure, or MAOP. TEP is currently undertaking an extensive internal record review in view of the anticipated PHMSA annual reporting requirements. Additionally, failure to locate such records or verify maximum pressures could result in reductions of allowable operating pressures, which would reduce available capacity on TEP’s pipeline. There can be no assurance as to the amount or timing of future expenditures for pipeline integrity regulation, and actual future expenditures may be different from the amounts TEP currently anticipates. Regulations, changes to regulations or an increase in public expectations for pipeline safety may require additional reporting, the replacement of some of TEP’s pipeline segments, the addition of monitoring equipment and more frequent inspection or testing of its pipeline facilities. Any repair, remediation, preventative or mitigating actions may require significant capital and operating expenditures.

From time to time, TEP’s pipelines may experience integrity issues. These integrity issues may cause explosions, fire, damage to the environment, damage to property and/or personal injury or death. In connection with these incidents, TEP may be sued for damages caused by an alleged failure to properly mark the locations of its pipelines and/or to properly maintain its pipelines. For example, failures occurred on two separate pipeline segments of the TIGT System during 2013; one in Kimball County, Nebraska on May 4, 2013 and one in Goshen County, Wyoming on June 13, 2013. The failures both resulted in the release of natural gas. Both lines were promptly brought back into service and neither failure caused any known injuries, fatalities, fires or evacuations. The costs to

Index to Financial Statements

repair or replace the damaged section in Kimball County, Nebraska were not material. In February 2014, TEP communicated to PHMSA that its investigation of the pipeline involved in the Kimball County failure is complete. TEP has since placed this line into oil service and restored pressure to the maximum allowable operating pressure. TEP is currently working with PHMSA to develop a plan to close the Corrective Action Order received from PHMSA regarding the Goshen County failure and is evaluating the cost of anticipated remediation activities.

On August 31, 2014 a leak occurred at the Sterling Pump Station on the Pony Express System in Logan County, Colorado, which resulted in a release of approximately 200 bbls of crude oil. The spill was entirely contained on Tallgrass property. TEP has presented its incident investigation findings to PHMSA and is currently working with PHMSA on the matter. On October 7, 2014 an overpressure event occurred upstream of the Lincoln Pump Station, which resulted in an overflow of the sump at the Lincoln Pump Station. On October 28, 2014, an overpressure situation occurred at the Cushing Terminal in Payne County, Oklahoma. On November 17, 2014 a leak occurred at the Sterling Pig Adapter on the Pony Express System in Logan County, Colorado due to a one inch valve that was inadvertently left in a partial open state. This incident resulted in a spill of approximately 119 bbls of crude oil. TEP has presented its incident investigation findings to PHMSA and is currently working with PHMSA on the matter. Depending upon the facts and circumstances of a particular incident, state and federal regulatory authorities may seek civil and/or criminal fines and penalties, and TEP may also be subject to private civil liability for such matters. For additional information, see Note 17 – Legal and Environmental Matters to the consolidated financial statements included in this prospectus.

The ownership, operation and expansion of TEP’s assets are subject to federal, state and local laws, regulations and potential liabilities arising under or relating to the protection or preservation of the environment, natural resources and human health. Moreover, TEP is subject to federal and state laws and regulations, the purpose of which is to maintain the safety of workers and the integrity of TEP’s pipelines, both generally and according to the standards applicable to the pipeline industry. The cost of complying with these laws and regulations can be significant, and TEP expects to incur significant compliance costs in the future as new, more stringent requirements are adopted and implemented. For example, regulation of greenhouse gas emissions under the Clean Air Act, or the CAA, and its implementing regulations could particularly result in significant cost additions. In addition, permitting requirements arising under these laws and regulations can negatively affect TEP’s ability to complete on a timely or cost-effective basis any future projects, for example, pipeline extensions, capacity expansion at processing facilities, and construction of storage facilities. TEP has an internal program of inspection designed to monitor and enforce compliance with pollution control and pipeline safety requirements. Such laws and regulations affect many aspects of TEP’s present and future operations, and generally require TEP to obtain and comply with various environmental registrations, licenses, permits, authorizations and other approvals, or submit to inspections or investigations. Liability under such laws and regulations may be incurred without regard to fault, including, for example, under the Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, Resource Conservation and Recovery Act, or RCRA, and analogous state laws that establish liability for contaminated areas. TEP is currently conducting remediation at several sites to address contamination. For 2014, TEP spent approximately $270,000 and, for 2015, has budgeted approximately $691,000 for these ongoing environmental remediation projects.

Private parties, including but not limited the owners of properties through which TEP’s pipelines pass, may also have the right to pursue legal actions to enforce compliance as well as to seek damages for noncompliance with such laws, regulations and permits issued thereunder or for personal injury or property damage. TEP’s insurance may not cover all environmental risks and costs and may not provide sufficient coverage in the event that an environmental claim is made against TEP.

Failure to comply with these laws, regulations, permits, approvals or authorizations or to meet the requirements of new environmental laws, regulations or permits, approvals and authorizations, may also expose TEP to civil, criminal and administrative fines, penalties and/or temporary or permanent interruptions in TEP’s

Index to Financial Statements

operations that could influence its business, financial position, results of operations and prospects. For example, if an accidental leak or release of crude oil, natural gas or other hazardous substance occurs from TEP’s pipelines, TEP may experience significant operational disruptions and it may also have to pay a significant amount in costs to clean up the leak or release, pay for government penalties, address natural resource damages, provide compensation for human exposure or property damage, comply with issued injunctions, which could compel TEP to take steps such as installing costly pollution control equipment or limiting or ceasing some or all of its operations, or a combination of these and other measures. The costs and liabilities resulting from failure to comply with environmental laws and regulations could negatively affect TEP’s business, financial position, results of operations and prospects. In addition, emission controls required under the CAA and other similar federal, state and local laws could require significant capital expenditures at its facilities.

In addition, TEP has agreed to a number of conditions in TEP’s environmental permits, approvals and authorizations that require the implementation of environmental habitat restoration, enhancement and other mitigation measures that involve, among other things, ongoing maintenance and monitoring. Governmental authorities may require, and community groups and private persons may seek to require, additional mitigation measures in the future to further protect ecologically sensitive areas where TEP currently operates, and would operate in the future, and TEP is unable to predict the effect that any such measures would have on its business, financial position, results of operations or prospects.

TEP is also subject to the requirements of the Occupational Health and Safety Act, or OSHA, the Pipeline Safety Improvement Act and other comparable federal and state statutes. In general, TEP expects that it may have to increase expenditures in the future to comply with higher industry and regulatory safety standards. Such increases in expenditures could become significant over time.

For additional information regarding Environmental, Health and Safety Matters, please read “Risk Factors.”

Methane, a primary component of natural gas, and carbon dioxide, a byproduct of the burning of natural gas and products produced from crude oil, are examples of greenhouse gasses, or GHGs. The United States Environmental Protection Agency, or the EPA, has determined that the emission of GHGs present an endangerment to public health and the environment because emissions of such gases contribute to the warming of the Earth’s atmosphere and other climatic changes. Various laws and regulations exist or are under development that seek to regulate the emission of such GHGs, including EPA programs to control GHG emissions and state actions to develop statewide or regional programs. In recent years, the U.S. Congress has considered, but not adopted, legislation to reduce emissions of GHGs.

Because TEP’s operations, including its compressor stations, emit various types of GHGs, primarily methane and carbon dioxide, such new legislation or regulation could increase TEP’s costs related to operating and maintaining its facilities. Depending on the particular new law, regulation or program adopted, TEP could be required to incur capital expenditures for installing new emission controls on its facilities, acquire permits or other authorizations for emissions of GHGs from its facilities, acquire and surrender allowances for its GHG emissions, pay taxes related to its GHG emissions and administer and manage a GHG emissions program. TEP is not able at this time to estimate such increased costs; however, as is the case with similarly situated entities in the industry, they could be significant to TEP. While TEP may be able to include some or all of such increased costs in the rates charged by its pipelines, such recovery of costs in all cases is uncertain and may depend on events beyond its control including the outcome of future rate proceedings before the FERC and the provisions of any final legislation or other regulations. Similarly, while TEP may be able to recover some or all of such increased costs in the rates charged by its processing facilities, such recovery of costs is uncertain and may depend on the terms of TEP’s contracts with ITS customers. Any of the foregoing could have an adverse effect on TEP’s business, financial position, results of operations and prospects.

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Internal combustion engines used in TEP’s operations are also subject to EPA regulation under the CAA. The EPA published new regulations on emissions of hazardous air pollutants from reciprocating internal combustion engines on August 20, 2010. On January 14, 2013, the EPA signed a final rule amending these regulations that was published in the Federal Register on January 30, 2013. The EPA also revised the New Source Performance Standards, or NSPS, for stationary compression ignition and spark ignition internal combustion engines on June 28, 2011 and made minor amendments, included in the January 14, 2013 final rule. Compliance with these new regulations may require significant capital expenditures for physical modifications and may require operational changes as well. TEP anticipates modest future cost increases for compliance with these rules, as activities such as routine major engine overhauls or facility permitting changes could subject existing engines to rule requirements which were not previously applicable.

A portion of TEP’s customers’ crude oil and natural gas production is developed from unconventional sources, such as shales, that require hydraulic fracturing as part of the completion process. Hydraulic fracturing involves the injection of water, sand and chemicals under pressure into shale formations to stimulate crude oil and/or gas production. The practice of hydraulic fracturing has been subject to public scrutiny in recent years and various efforts to regulate, or in some cases prohibit, hydraulic fracturing have been, and are still being, pursued at the local, state and federal levels of government. For example, several states, including states in which TEP operates, have imposed disclosure requirements on hydraulic fracturing. Restrictions on hydraulic fracturing could adversely affect TEP’s operations by reducing the volumes of crude oil and natural gas that it transports and in other ways.

On April 17, 2012, the EPA approved final rules that establish new air emission controls for oil and natural gas production, pipelines and processing operations. These rules were published in the Federal Register on August 16, 2012 and became effective on October 15, 2012. They have since been modified by EPA and are currently subject to ongoing legal challenge. Compliance with such rules could result in additional costs, including increased capital expenditures and operating costs. While TEP is not able at this time to estimate such additional costs, as is the case with similarly situated entities in the industry, they could be significant for TEP. Compliance with such rules may also make it more difficult for TEP’s customers to operate, thereby reducing the volume of crude oil and/or natural gas transported through its pipelines, which may adversely affect its business.

TEP’s operations are subject to environmental laws and regulations relating to the management and release of hazardous substances, nonhazardous and hazardous wastes and petroleum hydrocarbons. These laws generally regulate the generation, storage, treatment, transportation and disposal of nonhazardous and hazardous waste and may impose strict joint and several liability for the investigation and remediation of affected areas where hazardous substances may have been released or disposed. For instance, CERCLA and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to the release or threatened release of a hazardous substance into the environment. TEP may handle hazardous substances within the meaning of CERCLA, or analogous state laws, in the course of its ordinary operations and, as a result, may be jointly and severally liable under CERCLA for all or part of the costs required to clean up sites at which these hazardous substances have been released or threatened to be released into the environment.

TEP also generates wastes that are subject to RCRA and comparable state laws. RCRA regulates both nonhazardous and hazardous solid wastes, but it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. It is possible that wastes resulting from our

Index to Financial Statements

operations that are currently treated as non-hazardous wastes could be designated as “hazardous wastes” in the future, subjecting TEP to more rigorous and costly management and disposal requirements. It is also possible that federal or state regulatory agencies will adopt stricter management or disposal standards for non-hazardous wastes, including natural gas wastes. Any such changes in the laws and regulations could have a material adverse effect on TEP’s maintenance capital expenditures and operating expenses or otherwise impose limits or restrictions on its operations or those of its customers.

TEP currently owns or leases properties where hydrocarbons are being or have been handled for many years. Hydrocarbons or other wastes may have been disposed of or released on or under the properties owned or leased by TEP or on or under the locations where these hydrocarbons and wastes have been transported for treatment or disposal. TEP could also have liability for releases or disposal on properties owned or leased by others. These properties and the wastes disposed thereon may be subject to CERCLA, RCRA and analogous state laws. Under these laws, TEP could be required to remove or remediate previously disposed wastes (including wastes disposed of or released by prior owners and operators), to clean up contaminated property (including contaminated groundwater) or to perform remedial operations to prevent future contamination.

The federal Clean Water Act, or CWA, the Oil Pollution Act of 1990, or OPA, and analogous state laws impose restrictions and strict controls regarding the discharge of pollutants, including petroleum products, into state waters as well as waters of the United States and impose requirements affecting TEP’s ability to conduct construction activities in waters and wetlands. The term “waters of the United States” is already broadly construed, and the EPA and the U.S. Army Corps of Engineers recently proposed a rule to clarify the term “waters of the United States.” While the proposed rule is ambiguous, many interested parties believe that the proposed rule will expand federal jurisdiction under the Clean Water Act, if it is made final in its current form. Certain state regulations and general permits issued under the federal National Pollutant Discharge Elimination System program prohibit the discharge of pollutants and chemicals. Unauthorized discharges can subject owners of regulated facilities to strict, joint, and potentially unlimited liability for containment and removal costs, natural resource damages and other consequences. Spill prevention, control and countermeasure requirements of federal laws and analogous state laws require TEP to maintain spill prevention control and countermeasure plans. These laws also require appropriate containment berms and similar structures to help prevent the contamination of regulated waters in the event of a hydrocarbon tank spill, rupture or leak. Regulations promulgated pursuant to OPA further require certain facilities to maintain oil spill prevention and oil spill contingency plans. In addition, the CWA and analogous state laws require individual permits or coverage under general permits for discharges of stormwater runoff and wastewater from certain types of facilities. These permits may require TEP to monitor and sample the stormwater runoff and wastewater from certain of its facilities. Some states also maintain groundwater protection programs that require permits for discharges or operations that may impact groundwater. TEP’s water business services are also subject to unique regulation at the state and federal levels. As an example of state-level regulation, the Colorado Oil and Gas Conservation Commission regulates the reuse and recycling of water associated with oil and gas operations. Additionally, the Texas Commission on Environmental Quality regulates the production, provision, and use of reclaimed water. As discussed further in “Risk Factors”, the EPA, in addition to other federal agencies, is considering regulation of hydraulic fracturing. Any federal regulation of water used in, or produced in association with, hydraulic fracturing could directly affect TEP’s water business services, as well as reducing demand for its other services. State regulation of water supply could also affect TEP’s water business services, particularly in Texas, which has experienced drought conditions for many years.

Federal and state regulatory agencies can impose administrative, civil and criminal penalties for noncompliance with discharge permits or other requirements of the CWA and analogous state laws and regulations.

Index to Financial Statements

The Endangered Species Act, or ESA, restricts activities that may affect endangered or threatened species or their habitats. While some of TEP’s operations may be located in areas that are designated as habitats for endangered or threatened species, it believes that it is in substantial compliance with the ESA. However, the designation of previously unlisted endangered or threatened species could cause TEP to incur additional costs or become subject to operating restrictions or bans or limit future development in the affected areas.

The National Environmental Policy Act, or NEPA, establishes a national environmental policy and goals for the protection, maintenance and enhancement of the environment and provides a process for implementing these goals within federal agencies. A major federal agency action having the potential to significantly impact the environment requires review under NEPA and, as a result, many activities requiring FERC or other federal approval must undergo a NEPA review. A NEPA review can create delays and increased costs that could materially adversely affect TEP’s operations.

TEP is subject to the requirements of OSHA and comparable state statutes that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that information be maintained about hazardous materials used or produced in operations and that this information be provided to employees, state and local government authorities and citizens. TEP believes that its operations are in substantial compliance with OSHA requirements, including general industry standards, record keeping requirements, and monitoring of occupational exposure to regulated substances.

Weather generally impacts natural gas demand for power generation and heating purposes, which in turn influences the value of transportation and storage. Price volatility also affects gas prices, which in turn influences drilling and production. Peak demand for natural gas typically occurs during the winter months, caused by heating demand. TEP does not expect its crude oil transportation segment to encounter market based seasonality. Nevertheless, because a high percentage of TEP’s natural gas transportation and storage and crude oil transportation revenues are derived from firm capacity reservation fees under long-term, firm contracts, our revenues attributable to those segments are not generally seasonal in nature. TEP experiences some seasonality in its processing segment, as volumes at its processing facilities are slightly higher in the summer months. TEP also experiences some seasonality in its maintenance, repair, overhaul, integrity, and other projects, as warm weather months are most conducive to efficient execution of these activities.

TEP’s real property falls into two categories: (i) parcels that it owns in fee and (ii) parcels in which its interest derives from leases, easements, rights-of-way, permits or licenses from landowners or governmental authorities, permitting the use of such land for its operations. Portions of the land on which TEP’s pipelines and facilities are located are owned by TEP in fee title, and TEP believes that it has satisfactory title to these lands. The remainder of the land on which TEP’s pipelines and facilities are located are held by TEP pursuant to surface leases between TEP, as lessee, and the fee owner of the lands, as lessors. TEP has leased or owned much of these lands for many years without any challenge relating to the title to the land upon which the assets are located that has resulted in any material adverse impact to our operations, and TEP believes that it has satisfactory leasehold estates or fee ownership to such lands in all material respects. TEP believes that it has satisfactory title to all of its material leases, easements, rights-of-way, permits and licenses, and TEP has no knowledge of any challenge that it expects will impact its title to such assets or their underlying fee title in any material respect.

Index to Financial Statements

Some of the leases, easements, rights-of-way, permits and licenses TEP acquire, including those TEP acquired in its initial public offering, require the consent of the grantor of such rights, which in certain instances is a governmental entity. The transferor, such as Tallgrass Development or its affiliates, may continue to hold record title to portions of certain assets until TEP makes the appropriate filings in the jurisdictions in which such assets are located and obtains any consents and approvals that are not obtained prior to transfer. Such consents and approvals would include those required by federal and state agencies or political subdivisions. In some cases, Tallgrass Development may, where required consents or approvals have not been obtained, temporarily hold record title to property as nominee for TEP’s benefit and in other cases may, on the basis of expense and difficulty associated with the conveyance of title, cause its affiliates to retain title, as nominee for TEP’s benefit, until a future date. TEP anticipates that there will be no material change in the tax treatment of its common units resulting from Tallgrass Development holding the title to any part of such assets subject to future conveyance or as TEP’s nominee.

TEP generally shares insurance coverage with Tallgrass Development, for which TEP reimburses Tallgrass Development and its affiliates pursuant to the terms of the omnibus agreement. The Tallgrass Development insurance program includes general and excess liability insurance, auto liability insurance, workers’ compensation insurance and property insurance. TEP maintains, through its general partner, director and officer liability insurance under a separate policy from Tallgrass Development’s general partner, for which TEP reimburses its general partner pursuant to its partnership agreement. All insurance coverage is in amounts which management believes are reasonable and appropriate.

TEP’s principal executive offices are located at 4200 W. 115th Street, Suite 350, Leawood, KS 66211 and TEP’s telephone number is 913-928-6060.

TEP owns two office buildings in Lakewood, Colorado, with a portion being leased to a third party pursuant to a lease with an initial term through 2020. In addition, TEP leases its principal executive offices in Leawood, Kansas. Tallgrass Development pays a proportionate share of the costs to occupy the building to TEP pursuant to the omnibus agreement.

TEP does not have any employees. It is managed and operated by the board of directors and executive officers of its general partner. All of TEP’s employees are employed by an affiliate of the general partner of Tallgrass Development and devote the portion of their time to TEP’s business and affairs that is reasonably required to manage and conduct its operations. Under the terms of the omnibus agreement and TEP’s partnership agreement, TEP reimburses Tallgrass Development and TEP’s general partner, respectively, for the provision of various general and administrative services for TEP’s benefit and for direct expenses incurred by Tallgrass Development or TEP’s general partner on TEP’s behalf, including services performed and expenses incurred by TEP’s executive management personnel in connection with its business and affairs.

In addition to the matters discussed below, TEP is a defendant in various lawsuits arising from the day-to-day operations of its business. Although no assurance can be given, TEP believes, based on its experiences to date, that the ultimate resolution of such routine items will not have a material adverse impact on its business, financial position, results of operations or cash flows. TEP has evaluated claims in accordance with the accounting guidance for contingencies that it deems both probable and reasonably estimable and, accordingly, had aggregate reserves for legal claims of approximately $0.6 million and $0.3 million as of December 31, 2014 and 2013, respectively.

Index to Financial Statements

Prairie Horizon. On July 3, 2014, Prairie Horizon Agri-Energy LLC (“Prairie Horizon”) filed an action in the District Court of Phillips County, Kansas against TIGT seeking damages from an alleged intrusion of foreign material and oil from TIGT into Prairie Horizon’s ethanol plant. The matter was removed to the US District Court for the District of Kansas. Prairie Horizon asserts that this intrusion caused substantial damage to Prairie Horizon’s ethanol production facilities and resulted in corresponding business income losses. Prairie Horizon also claims that the intrusion was a violation of TIGT’s FERC Gas Tariff. Prairie Horizon alleges that it has suffered damages in the amount of approximately $2.0 million. TIGT believes Prairie Horizon’s claims are without merit and plans to vigorously contest all of the claims in this matter.

System Failures. On May 4, 2013 and on June 13, 2013, a failure occurred on two separate segments of the TIGT pipeline system; one in Kimball County, Nebraska and one in Goshen County, Wyoming. Both failures resulted in the release of natural gas. Both lines were promptly brought back into service and neither failure caused any known injuries, fatalities, fires or evacuations. The costs to repair or replace the damaged section in Kimball County, Nebraska were not material. In February 2014, TEP communicated to PHMSA that TEP’s investigation of the pipeline involved in the Kimball County failure is complete and TEP intends to restore pressure to full maximum allowable operating pressure. TEP has since placed this line into oil service and restored pressure to full maximum allowable operating pressure. TEP is currently working with PHMSA to develop a plan to close the Corrective Action Order received from PHMSA regarding the Goshen County failure and is evaluating the cost of anticipated remediation activities.

On August 31, 2014, a leak occurred at the Sterling Pump Station on the Pony Express System in Logan County, Colorado, which resulted in a release of approximately 200 bbls of crude oil. The spill was entirely contained on TEP property. We have presented our incident investigation findings to PHMSA and are currently working with PHMSA on the matter. On October 7, 2014 an overpressure event occurred upstream of the Lincoln Pump Station, which resulted in an overflow of the sump at the Lincoln Pump Station. On October 28, 2014, an overpressure situation occurred at the Cushing Terminal in Payne County, Oklahoma. On November 17, 2014, a leak occurred at the Sterling Pig Adapter on the Pony Express System in Logan County, Colorado due to a one-inch valve that was left in a partial open state. This incident resulted in a spill of approximately 119 bbls of crude oil. TEP has presented TEP’s incident investigation findings to PHMSA and is currently working with PHMSA on the matter. TEP is currently evaluating the cost of anticipated remediation activities.

TEP is subject to a variety of federal, state and local laws that regulate permitted activities relating to air and water quality, waste disposal, and other environmental matters. TEP believes that compliance with these laws will not have a material adverse impact on its business, cash flows, financial position or results of operations. However, there can be no assurances that future events, such as changes in existing laws, the promulgation of new laws, or the development of new facts or conditions will not cause TEP to incur significant costs. TEP had environmental accruals of $5.3 million and $5.0 million at December 31, 2014 and 2013, respectively.

Casper Plant, U.S. EPA Notice of Violation. In August 2011, the U.S. EPA and the Wyoming Department of Environmental Quality, or WDEQ, conducted an inspection of the Leak Detection and Repair, or LDAR, Program at the Casper Gas Plant in Wyoming. In September 2011, TMID received a letter from the U.S. EPA alleging violations of the Standards of Performance of Equipment Leaks for Onshore Natural Gas Processing Plant requirements under the Clean Air Act. TMID received a letter from the U.S. EPA concerning settlement of this matter in April 2013 and received additional settlement communications from the U.S. EPA and Department of Justice beginning in July 2014. Settlement negotiations are continuing, including attempted resolution of more recently identified LDAR issues.

Index to Financial Statements

Casper Mystery Bridge Superfund Site. The Casper Gas Plant is part of the Mystery Bridge Road/U.S. Highway 20 Superfund Site also known as Casper Mystery Bridge Superfund Site. Remediation work at the Casper Gas Plant has been completed and TEP has requested that the portion of the site attributable to TEP be delisted from the National Priorities List.

Casper Gas Plant. On November 25, 2014, WDEQ issued a Notice of Violation for violations of Part 60 Subpart OOOO related to the Depropanizer project (wv-14388, issued 7/9/13) in Docket No. 5506-14. TMID had discussed the issues in a meeting with WDEQ in Cheyenne on November 17, 2014, and submitted a disclosure on November 20, 2014 detailing the regulatory issues and potential violations. The project triggered a modification of Subpart OOOO for the entire plant. The project equipment as well as plant equipment subjected to Subpart OOOO was not monitored timely, and initial notification was not made timely. Settlement negotiations with WDEQ are currently ongoing.

Index to Financial Statements

Neither we nor our general partner have any employees. Although all of the employees that conduct our business are employed by Tallgrass Management, LLC, we sometimes refer to these individuals in this prospectus as our employees.

Neither our general partner nor TEP’s general partner and its affiliates will receive any management fee in connection with the management of our business, but Tallgrass Equity will reimburse our general partner for all expenses it incurs and payments it makes on our behalf pursuant to our partnership agreement. In addition, Tallgrass Equity will reimburse Tallgrass Management for all expenses it incurs and payments it makes on our behalf pursuant to the omnibus agreement, including the costs of employee and director compensation and benefits as well as the cost of the provision of certain corporate, general and administrative services in each case to the extent properly allocable to us. Any direct expenses associated with being a separate publicly traded entity will be borne by Tallgrass Equity. We currently anticipate that Tallgrass Equity’s reimbursable expenses will be approximately $2.0 million for the twelve month period ended June 30, 2016 based on our current operations. Neither our partnership agreement nor our omnibus agreement limits the amount of expenses for which our general partner, Tallgrass Management and their respective affiliates may be reimbursed. All reimbursements to our general partner, Tallgrass Management and their respective affiliates by Tallgrass Equity will reduce cash distributions by Tallgrass Equity to its members, which in turn will reduce the amount of cash we distribute to our shareholders.

The following table sets forth certain information with respect to the executive officers and directors of our general partner. The table also shows certain individuals who serve as directors of TEP GP who are not currently directors of our general partner. Directors will serve until their successors are duly elected and qualified or until the earlier of their death, resignation, removal or disqualification. Officers serve at the discretion of the board of directors. There are no family relationships among any of the directors or executive officers of our general partner. Ages shown are as of February 23, 2015.

Index to Financial Statements

David G. Dehaemers, Jr.has been a director and the President and Chief Executive Officer of our general partner since February 2015 and of TEP GP since February 2013. Mr. Dehaemers has served as a director and the President and Chief Executive Officer of Tallgrass Equity since February 2013 and as the President and Chief Executive Officer of Tallgrass Development and its general partner since August 2012. Prior to joining our general partner, Mr. Dehaemers served as Co-Founder, Chief Executive Officer and Chief Investment Officer of Tallgrass MLP Fund I, L.P., a private MLP Investment Fund from 2008 to 2012. Mr. Dehaemers also served as Executive Vice President of corporate development at Inergy, LP, or NRGY, from 2003 to 2007. Mr. Dehaemers played a role in NRGY’s corporate development group, where he focused on developing its long-term expansion strategies in the midstream area, which included acquisitions and expansion projects in excess of $500 million. Mr. Dehaemers also was an owner of Inergy Holdings, L.P., or NRGP, when that entity went public in 2005. Before Inergy, Mr. Dehaemers was part of the executive management team of Kinder Morgan, Inc. and Kinder Morgan Energy Partners, LP from 1997 to 2003, where he served as the Chief Financial Officer from 1997 to 2000. In 2000, Mr. Dehaemers assumed responsibility for Kinder Morgan’s corporate development efforts, in which role he and his team developed and executed Kinder Morgan’s growth strategies. Mr. Dehaemers holds an undergraduate degree in Accounting from Creighton University in Omaha, Nebraska and is a Certified Public Accountant. He also holds a Juris Doctorate in Law from University of Missouri-Kansas City. We believe that Mr. Dehaemers’ education and experience, coupled with the leadership qualities demonstrated by his executive background, bring important experience and skill to the board of directors of our general partner.

William R. Moler has been a director, Executive Vice President and Chief Operating Officer of our general partner since February 2015 and of TEP GP since February 2013. Mr. Moler has also served as a director, Executive Vice President and Chief Operating Officer of Tallgrass Equity since February 2013 and as Executive Vice President and Chief Operating Officer of Tallgrass Development and its general partner since October 2012. From 2004 until his departure in October 2012, Mr. Moler served in various capacities with Inergy, L.P. and its affiliates, most recently as Senior Vice President and Chief Operating Officer of Inergy Midstream, L.P. and President and Chief Operating Officer—Natural Gas Midstream Operations of Inergy, L.P. Prior to joining Inergy, L.P., Mr. Moler was with Westport Resources Corporation from 2002 to 2004, where he served as both

Index to Financial Statements

General Manager of Marketing and Transportation Services and General Manager of Westport Field Services, LLC. Prior to Westport, Mr. Moler served in various leadership positions at Kinder Morgan, Inc. and its predecessors from 1988 to 2002. Mr. Moler earned a Bachelor of Science degree in Mechanical Engineering from Texas Tech University in 1988. We believe that as a result of his background and knowledge, as well as the attributes of leadership demonstrated by his executive experience, Mr. Moler brings substantial experience and skill to the board of directors of our general partner.

Gary J. Brauchle has been Executive Vice President and Chief Financial Officer of our general partner since February 2015 and of TEP GP since February 2013. Mr. Brauchle has also served as Executive Vice President and Chief Financial Officer of Tallgrass Equity since February 2013 and of Tallgrass Development and its general partner since November 2012. Prior to joining Tallgrass, Mr. Brauchle was Vice President and Chief Accounting Officer at McDermott International, Inc., a global engineering and construction company serving the oil and gas industry during 2012 and as Corporate Controller from 2010 to 2012. He joined McDermott in 2003 and served in various positions of increasing responsibility, including as Director of Internal Audit from 2005 to 2007 and as Director of Operational Accounting and Assistant Controller for an operating subsidiary from 2007 to 2008 and 2008 to 2010, respectively. Mr. Brauchle also served in the Houston office of PricewaterhouseCoopers’ energy and utilities practice from 1997 to 2003, including as a Manager from 2001 to 2003, and with a focus on midstream master limited partnerships, or MLPs. Mr. Brauchle was a postgraduate technical assistant at the Financial Accounting Standards Board (FASB) from 1996 to 1997. Mr. Brauchle is a Certified Public Accountant and a graduate of Texas A&M University, where he received a Master of Science in Accounting in 1996 and a Bachelor of Business Administration in Accounting in 1995.

George E. Rider has been Executive Vice President, General Counsel and Secretary of our general partner since February 2015 and of TEP GP since February 2013. Mr. Rider has also served as Executive Vice President, General Counsel and Secretary of Tallgrass Equity since February 2013 and for Tallgrass Development and its general partner since August 2012. From 2008 to August 2012, Mr. Rider was Vice President and General Counsel for Tallgrass Capital, LLC and its affiliate, Tallgrass MLP Fund I, L.P., a private MLP Investment Fund. From 1986 to 2008, Mr. Rider was an attorney with the law firm that is now known as Stinson Leonard Street LLP, becoming a partner in 1987. Mr. Rider holds an undergraduate degree from Phillips University and a Juris Doctorate in Law from the University of Kansas, where he was a member of Order of the Coif.

Richard L. Bullock has been Vice President of Human Resources, Tax and Risk Management of our general partner since February 2015 and of TEP GP since February 2013. Mr. Bullock has also served as Vice President of Human Resources, Tax and Risk Management of Tallgrass Equity since February 2013 and for Tallgrass Development and its general partner since November 2012. Previously, Mr. Bullock served as the Vice President, Chief Financial Officer and Treasurer of Tallgrass Development and its general partner. Mr. Bullock previously served as Vice President and Chief Financial Officer of Tallgrass MLP Fund I, L.P. from 2008 to 2011. Prior to Tallgrass, Mr. Bullock worked at Kinder Morgan Energy Partners, L.P. Mr. Bullock joined Kinder Morgan Energy Partners, L.P. in 1997 where he served as Vice President, Controller and Chief Accounting Officer through 2002 and, thereafter served as Vice President-Tax through October 2008. In those roles Mr. Bullock was principally responsible for all quarterly and annual SEC filings, integrating the accounting and financial reporting functions for acquisitions, tax compliance and tax planning for both Kinder Morgan Energy Partners, L.P. and Kinder Morgan, Inc. Mr. Bullock is a Certified Public Accountant. He received his undergraduate degree in Accounting from Missouri State University in Springfield, Missouri.

Gary D. Watkins has been Vice President and Chief Accounting Officer and the principal accounting officer of the general partner since February 2015 and of TEP GP since April 2014. Previously, Mr. Watkins served as Vice President, Controller and principal accounting officer of DCP Midstream Partners, LP and DCP Midstream, LLC from May 2011 until April 2014. Prior to that, Mr. Watkins had held the positions of Senior Director—Marketing Accounting and Director of Corporate Accounting with DCP Midstream, LLC. Prior to joining DCP Midstream, LLC in November 2004, Mr. Watkins held various positions of increasing responsibility at Advanced Energy Industries, Inc. Mr. Watkins also served in the Denver offices of Arthur Andersen LLP and KPMG LLP from 1996 through 2002.

Index to Financial Statements

Frank J. Loverro has served as a director of our general partner since February 2015 and of TEP GP since 2013. Mr. Loverro has also served as a director of Tallgrass Equity since August 2012. Mr. Loverro joined Kelso in 1993 and has been Managing Director since 2004 and became a Member of Kelso’s Management Committee in 2013. He spent the preceding three years in the private equity investment and high yield groups at The First Boston Corporation. Mr. Loverro is also a director of Delphin Shipping LLC, Hunt Marcellus, LLC, Poseidon Containers Holdings LLC and Helios (the new name of Progressive Medical and PMSI). Mr. Loverro was also a director of Buckeye GP LLC. Mr. Loverro received a B.A. in Economics with Distinction from the University of Virginia in 1991. Mr. Loverro has extensive experience in corporate financing and in evaluating the financial performance and operations of companies across a variety of business sectors, including the energy sector. We believe that this background, in addition to Mr. Loverro’s valuable experience serving on the boards of various public and private companies, provides an important source of insight and perspective to the board of directors of our general partner.

Stanley de J. Osborne has served as a director of our general partner since February 2015 and of TEP GP since February 2013. Mr. Osborne has also served as a director of Tallgrass Equity since August 2012. Mr. Osborne joined Kelso in 1998 and has been Managing Director since 2007. He spent the preceding two years as an Associate at Summit Partners. He spent the previous three years at J.P. Morgan & Co. as an Associate in the Private Equity Group and an Analyst in the Financial Institutions Group. Mr. Osborne is also a director of 4Refuel Canada LP, Hunt Marcellus, LLC, Logan’s Roadhouse, Inc., Traxys S.a.r.l and Power Team Services, LLC. Mr. Osborne was also previously a director of CVR Energy, Inc. and Global Geophysical Services, Inc. Mr. Osborne received a B.A. in Government from Dartmouth College in 1993. Mr. Osborne has extensive experience in corporate financing and in evaluating the financial performance and operations of companies across a variety of business sectors, including the energy sector. We believe that this background, in addition to Mr. Osborne’s valuable experience serving on the boards of various public and private companies, provides an important source of insight and perspective to the board of directors of our general partner.

Jeffrey A. Ball has served as a director of our general partner since February 2015 and as Chairman of the Audit Committee of TEP GP since February 2013. Mr. Ball has also served as a director of the general partner of Tallgrass Development since August 2012. Mr. Ball is a Managing Director at EMG, a diversified natural resource private equity fund manager, and is responsible for transaction origination, structuring and execution, portfolio company management and investment realization. Prior to joining EMG in October 2007, Mr. Ball was a Director in the investment banking group at Credit Suisse Securities (USA), LLC covering the energy industry with a particular focus on MLPs and the midstream sector. Mr. Ball has completed over $50 billion of mergers and acquisitions and capital markets financing transactions during his career in the energy and minerals sector. Mr. Ball currently serves on the Boards of Ferus Inc., Ferus GP LLC, Ferus Natural Gas Fuels Inc., Ferus Natural Gas Fuels GP, LLC, Ferus Natural Gas Fuels (CNG), LLC, American Energy Appalachia Holdings, LLC, American Energy Permian Basin Holdings, LLC and is a board observer of MarkWest Utica EMG, LLC. Mr. Ball received a B.S. in Economics with honors from the Wharton School at the University of Pennsylvania. We believe that Mr. Ball’s experience with mergers & acquisitions and financings of a variety of MLPs and other midstream assets provides a valuable resource to the board of directors of our general partner.

John T. Raymond has served as a director of our general partner since February 2015 and of TEP GP since February 2013. Mr. Raymond has also served as a director of the general partner of Tallgrass Development since August 2012. Mr. Raymond is an owner and founder of The Energy & Minerals Group. EMG is a diversified natural resource private equity fund manager with approximately $17.1 billion of regulatory assets under management (RAUM). EMG has allocated approximately $8.1 billion in commitments across the energy sector since inception. Mr. Raymond has been Managing Partner and CEO since EMG’s inception in 2006. Prior to that time, Mr. Raymond held leadership positions with various energy companies, including President and CEO of Plains Resources Inc., President and Chief Operating Officer of Plains Exploration and Production Company and Director of Development for Kinder Morgan, Inc. Mr. Raymond currently serves on numerous other boards, including the board of directors of each of NGL Energy Holdings, LLC, the general partner of NGL Energy Partners, LP, Plains All American GP LLC, the general partner of Plains All American Pipeline, LP, and PAA GP Holdings LLC, the general partner of Plains GP Holdings, LP. Mr. Raymond received a BSM degree from

Index to Financial Statements

the A.B. Freeman School of Business at Tulane University with dual concentrations in finance and accounting. We believe that Mr. Raymond’s experience with investment in and management of a variety of upstream and midstream assets and operations provides a valuable resource to the board of directors of our general partner.

Terrance D. Towner has served as a director of TEP GP since August 2013 and has also served as a member of the audit committee of TEP GP since August 2013. Mr. Towner currently provides advisory services to various private equity clients and private companies. Between 2000 and December 2014, Mr. Towner was employed by Watco Companies, a Kansas based transportation company, in various capacities, including Vice Chairman, President, COO and CFO. As President and COO, Mr. Towner was responsible for all operations, safety, quality, human resources, information services and the financial performance of Watco’s transportation, mechanical, and terminal and port divisions. Prior to joining Watco, Mr. Towner spent thirteen years in banking including three years as President and CEO of First State Bank & Trust Company of Pittsburg, Kansas. He also served for five years as President of Pitsco, a company that develops and markets computer based education products, and approximately two years as a financial and strategic consultant with Grant Thornton. Following his departure from Grant Thornton, Mr. Towner acquired Joplin.com, an internet service provider located in Joplin, Missouri and subsequently sold the company to Empire District Electric Company, a public utility. Mr. Towner earned his bachelor’s degree in Economics from Pittsburg State University in 1981 and his MBA from Pittsburg State University in 1993.

Roy N. Cook has served as a director of TEP GP since September 2013. From 2001 to 2013, Mr. Cook was employed by, and held a variety of roles within, the terminals division of Kinder Morgan, focusing on acquisitions, management, design and operations and specializing in the dry bulk side of the terminals business. Prior to 2001, Mr. Cook owned and managed several business in the service industry, including Milwaukee Bulk Terminals, Inc. and Dakota Bulk Terminals, Inc., each of which were sold to Kinder Morgan in 2001. Mr. Cook currently owns several small businesses across diverse industries, including a self-storage business, an electrical service company and a commercial real estate management and development company. He graduated from Kansas State University in 1979 with a B.S. degree in Agriculture Economics.

Jeffrey R. Armstrong has served as a director of TEP GP since April 2014. He is also a member of the audit committee of TEP GP. Mr. Armstrong also serves as a director and a member of the audit committee of the general partner of Arc Logistics Partners LP, a publicly traded limited partnership that is principally engaged in the terminalling, storage, throughput and transloading of crude oil and petroleum products. In August 2014, Mr. Armstrong became the Chief Executive Officer of Zenith Energy, LP, a privately held midstream energy company focused on international matters. In October 2014, Mr. Armstrong became the chairman of MID-SHIP Group, a privately held logistics and transportation company. From March 2001 until December 2013, Mr. Armstrong was employed by Kinder Morgan and held various positions within the company including Vice President of Corporate Strategy and President of the Terminals division. Prior to 2001, Mr. Armstrong was employed by GATX Corporation where he held various commercial and operational roles including General Manager of the company’s east coast operations. He received his bachelor’s degree from the U.S. Merchant Marine Academy and an MBA from the University of Notre Dame.

Index to Financial Statements

Our corporate governance guidelines will provide that the board of directors of our general partner is responsible for reviewing the process for assessing the major risks facing us and the options for their mitigation. This responsibility will be largely satisfied by the audit committee, which will be responsible for reviewing and discussing with management and our registered public accounting firm our major risk exposures and the policies management has implemented to monitor such exposures, including our financial risk exposures and risk management policies.

Because we are a limited partnership, the listing standards of the NYSE do not require that we establish or maintain a nominating or compensation committee of the board. We are, however, required to have an audit committee consisting of at least three members, all of whom are required to be “independent” as defined by the NYSE.

To be considered independent under NYSE listing standards, our board of directors must determine that a director has no material relationship with us other than as a director. The standards specify the criteria by which the independence of directors will be determined, including guidelines for directors and their immediate family members with respect to employment or affiliation with us or with our independent public accountants.

Audit Committee. Our general partner will have an audit committee that will initially be comprised of one director who meets the independence standards established by the NYSE and the Exchange Act. Our general partner will appoint two additional independent directors within one year following this offering. The audit committee will assist the board of directors in its oversight of the integrity of our financial statements and our compliance with legal and regulatory requirements and corporate policies and controls. The audit committee will have the sole authority to retain and terminate our independent registered public accounting firm, approve all auditing services and related fees and the terms thereof, and pre-approve any non-audit services to be rendered by our independent registered public accounting firm. The audit committee will also be responsible for confirming the independence and objectivity of our independent registered public accounting firm. Our independent registered public accounting firm will be given unrestricted access to the audit committee.

Conflicts Committee. Our general partner may, from time to time, have a conflicts committee to which the board of directors will appoint at least two independent directors and which may be asked to review specific matters that the board believes may involve conflicts of interest between us and our general partner or the owners of our general partner or between us and TEP or its affiliates. The conflicts committee will determine if the resolution of any conflict of interest referred to it by our general partner is in the best interests of our partnership. There is no requirement that our general partner seek the approval of the conflicts committee for the resolution of any conflict. The members of the conflicts committee may not be officers or employees of our general partner or directors, officers or employees of its affiliates or TEP GP, may not hold an ownership interest in the general partner or its affiliates other than shares or awards under any long-term incentive plan, equity compensation plan or similar plan implemented by the general partner or the partnership, and must meet the independence and experience standards established by the NYSE and the Exchange Act to serve on an audit committee of a board of directors. Any matters approved by the conflicts committee in good faith will be deemed to be approved by all of our partners and not a breach by our general partner of any duties it may owe us or our unitholders. Any unitholder challenging any matter approved by the conflicts committee will have the burden of proving that the members of the conflicts committee did not subjectively believe that the matter was in the best interests of our partnership. Moreover, any acts taken or omitted to be taken in reliance upon the advice or opinions of experts such as legal counsel, accountants, appraisers, management consultants and investment bankers, where our

Index to Financial Statements

general partner (or any members of the board of directors of our general partner including any member of the conflicts committee) reasonably believes the advice or opinion to be within such person’s professional or expert competence, shall be conclusively presumed to have been done or omitted in good faith.

TDGP is the sole owner of our general partner and has the right to appoint the entire board of directors of our general partner, including our independent directors. Unlike shareholders in a publicly traded corporation, our shareholders will not be entitled to select our general partner or elect the members of the board of directors of our general partner. All of the executive officers and certain of the directors of our general partner will also be officers and/or directors of TEP GP and TDGP. Upon completion of this offering, our general partner will have directors, one of which will have been appointed to the audit committee of the board of directors of our general partner and of which also serve as a director of TEP GP. Under the listing requirements of the NYSE, the board of directors of our general partner will be required to have an audit committee consisting of at least three independent directors meeting the NYSE’s independence standards within one year following the date our Class A shares are listed for trading on the NYSE.

We and our general partner were formed in Delaware in February 2015. Accordingly, our general partner has not accrued any obligations with respect to management incentive or retirement benefits for its directors and executive officers for the 2014 fiscal year or prior periods. Because the executive officers of our general partner are employed by Tallgrass Management, compensation of the executive officers, other than the long-term incentive plan benefits described below, will be set by TDGP. The executive officers of our general partner will participate in employee benefit plans and arrangements sponsored by Tallgrass Management, including plans that may be established in the future. Other than the employment agreement with our chief executive officer, David G. Dehaemers, Jr., none of our executive officers have entered into any employment agreements with Tallgrass Management, our general partner or any other affiliate. We expect that compensation for our executive officers in 2015 will be structured under Tallgrass Management’s compensation program.

Directors, officers or employees of TDGP or its affiliates who also serve as directors of our general partner will not receive additional compensation for such service. Directors of our general partner who are not also officers or employees of Tallgrass Development or its affiliates will receive cash compensation on a quarterly basis as a retainer and for attending meetings of the board of directors and committee meetings as follows:

In addition, all directors will be reimbursed for out-of-pocket expenses in connection with attending meetings. Each director will be fully indemnified by us for actions associated with being a director to the fullest extent permitted under Delaware law pursuant to our partnership agreement. Directors of our general partner will also be eligible to receive grants under the TEGP Management, LLC Long-Term Incentive Plan.

In connection with this offering, our general partner intends to adopt the TEGP Management, LLC Long-Term Incentive Plan, or the LTIP, on our behalf for (i) the employees of our general partner and its affiliates who perform services for us, (ii) the non-employee directors of our general partner and (iii) the consultants who perform services for us. Awards under the LTIP will consist of unrestricted shares, restricted shares, equity

Index to Financial Statements

participation shares, options and share appreciation rights. The LTIP will limit the number of shares that may be delivered pursuant to awards to Class A shares (subject to any adjustment due to recapitalization, reorganization or a similar event permitted under the LTIP). Shares that are forfeited or withheld to satisfy exercise price or tax withholding obligations are available for delivery pursuant to other awards.

The LTIP will be administered by the compensation committee of the board of directors of our general partner, unless the full board of directors determines to take action or appoints an alternative committee under the LTIP. For the remainder of this section the applicable plan administrator will be referred to as the “committee.”

The board of directors of our general partner has the right to terminate or amend the LTIP or any part of the LTIP from time to time, including increasing the number of shares that may be granted, subject to shareholder approval as may be required by the exchange upon which the Class A shares are listed at that time, if any. No change may be made in any outstanding grant that would materially reduce the benefits of the participant without the consent of the participant. The LTIP will expire upon the earliest of the date established by the board of directors or the committee, , 2025 or the date that no shares remain available under the LTIP for awards. Upon termination of the LTIP, awards then outstanding will continue pursuant to the terms of their grants.

Class A shares to be delivered in settlement of awards under the LTIP may be newly issued Class A shares, Class A shares acquired in the open market, Class A shares acquired from any other person, or any combination of the foregoing.

We intend the awards under the LTIP to serve as a means of incentive compensation for performance and not primarily as an opportunity to participate in the equity appreciation of our Class A shares. Therefore, participants will not pay any consideration for the Class A shares they receive, and we will receive no remuneration for the shares.

Unrestricted Shares. An unrestricted share is a Class A share that is fully vested upon grant and is not subject to forfeiture. The committee shall have the discretion to determine the employees, consultants and directors to whom unrestricted shares shall be granted and the number of shares to be granted.

Restricted Shares. A restricted share is a Class A share that vests over a period of time and that during such time is subject to forfeiture. In the future, the committee may determine to make grants of restricted shares under the LTIP to eligible employees and directors containing such terms as the committee determines. The committee will determine the period over which restricted shares granted to participants will vest. The committee, in its discretion, may base its determination upon the achievement of performance metrics. Distributions made on restricted shares may be subjected to the same vesting provisions as the restricted share.

Equity Participation Shares. An equity participation share entitles the grantee to receive a Class A share upon the vesting of the equity participation share or, in the discretion of the plan administrator, cash equivalent to the value of a Class A share. The plan administrator may make grants of equity participation shares under the plan containing such terms as the plan administrator shall determine, including the period over which equity participation shares granted will vest. The plan administrator, in its discretion, may base its determination upon the achievement of specified financial or other performance objectives.

The committee, in its discretion, may grant distribution equivalent rights, which we refer to as DERs, with respect to an equity participation share. DERs entitle the grantee to receive an amount in cash equal to the cash distributions made on a Class A share during the period the related award is outstanding. The committee will establish whether the DERs are paid currently, when the tandem equity participation share vests or on some other basis.

Index to Financial Statements

Options. An option provides a participant with the option to acquire Class A shares at a specified price. The exercise price of each option granted under the LTIP will be stated in the option agreement and may vary between participants; provided, however, that the exercise price for an option must not be less than 100% of the fair market value per Class A share as of the date of grant of the option. Options may be exercised in the manner and at such times as the committee determines for each option. The committee will determine the methods and form of payment for the exercise price of an option and the methods and forms in which Class A shares will be delivered to a participant. The committee, in its discretion, may grant DERs with respect to an option.

Share Appreciation Rights. A share appreciation right is an award that, upon exercise, entitles the holder to receive the excess, if any, of the fair market value of a Class A share on the exercise date over the grant price of the share appreciation right. The excess may be paid in cash and/or in Class A shares, as determined by the committee in its discretion. The committee will have the authority to determine to whom share appreciation rights will be granted, the number of Class A shares to be covered by each grant, and the conditions and limitations applicable to the exercise of the share appreciation right. The grant price per share appreciation right will be determined by the committee at the time the share appreciation right is granted, but each share appreciation right must have an exercise price that is not less than the fair market value of the Class A shares on the date of grant. The committee will determine the time or times at which a share appreciation right may be exercised in whole or in part. The committee, in its discretion, may grant DERs with respect to a share appreciation right.

Tax Withholding. Unless other arrangements are made, our general partner and its affiliates will be authorized to withhold from any award, from any payment due under any award, or from any compensation or other amount owing to a participant the amount (in cash, shares, shares that would otherwise be issued pursuant to such award, or other property) of any applicable taxes payable with respect to the grant of an award, its settlement, its exercise, the lapse of restrictions applicable to an award or in connection with any payment relating to an award or the transfer of an award and to take such other actions as may be necessary to satisfy the withholding obligations with respect to an award.

Anti-Dilution Adjustments. Upon the occurrence of any “equity restructuring” event that could result in an additional compensation expense under Financial Accounting Standards Board Accounting Standards Codification Topic 718, which we refer to as FASB ASC Topic 718, if adjustments to awards with respect to such event were discretionary, the committee will equitably adjust the number and type of shares covered by each outstanding award and the terms and conditions of such award to equitably reflect the restructuring event, and the committee will adjust the number and type of shares with respect to which future awards may be granted. With respect to a similar event that would not result in a FASB ASC Topic 718 accounting charge if adjustment to awards were discretionary, the committee shall have complete discretion to adjust awards in the manner it deems appropriate.

Change of Control. Unless specifically provided otherwise in an award agreement, upon a change of control (as defined in the LTIP), all outstanding awards will automatically vest and be payable or become exercisable in full, as the case may be.

Transferability of Awards. Awards are only exercisable by or payable to the participant during the participant’s lifetime, or by the person to whom the participant’s rights pass by will or the laws of descent and distribution. No award or right granted under the LTIP may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered and any such purported transfer shall be void and unenforceable. Notwithstanding the foregoing, the committee may, in its discretion, allow a participant to transfer an award without consideration to an immediate family member or a related family trust, limited partnership, or similar entity on the terms and conditions established by the committee from time to time.

Index to Financial Statements

Because our only cash-generating assets are membership interests in Tallgrass Equity, whose assets consist of their direct and indirect interest in the IDRs, the Acquired TEP Units and the general partner interest of TEP, we expect that the officers of our general partner, who are also executive officers of TEP GP, will devote a substantial majority of their time to TEP’s business. Neither our general partner nor TEP GP directly employ any of the persons responsible for managing its respective business. Rather, Tallgrass Management employs all of the individuals who service our and TEP’s business, including the executive officers of our general partner and TEP GP, and these individuals devote such portion of their productive time to our and TEP’s business and affairs as is required to manage and conduct our and TEP’s respective operations. Tallgrass Equity reimburses Tallgrass Management for its share of all salaries, related benefits and compensation expenses for the employees of Tallgrass Management who provide services to us pursuant to the terms of the Omnibus Agreement. Other than the employment agreement with our chief executive officer, David G. Dehaemers, Jr., none of TEP’s executive officers have entered into any employment agreements with Tallgrass Management, TEP GP or any other affiliate.

We expect the amount of time that the officers of our general partner devote to our business as opposed to TEP’s business in future periods will not be substantial unless significant changes are made to the nature of our business. Accordingly, we do not expect that the officers of our general partner will receive any compensation for services rendered to us in addition to the compensation that such officers receive as officers of TEP GP. The following discussion relates to the compensation of the officers of TEP GP, who are also officers of our general partner, as it relates to their services performed on behalf of TEP for the year ended December 31, 2014.

The following table reflects the total compensation of the principal executive officer and of the three other most highly compensated executive officers of TEP GP for 2014, or the named executive officers, for services rendered to all Tallgrass-related entities, including TEP, Tallgrass Management and Tallgrass Development for the fiscal year ending December 31, 2014.

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On May 17, 2013, Mr. Dehaemers entered into an amended and restated employment agreement with Tallgrass Management, TDGP, Tallgrass GP Holdings, LLC and TEP GP pursuant to which he agreed to serve as their President and Chief Executive Officer. Under the terms of the employment agreement, Mr. Dehaemers is entitled to receive an annual salary of $300,000. In addition, Mr. Dehaemers is entitled to receive (i) benefits that are normally provided to senior executives of Tallgrass Management, (ii) reimbursement for all ordinary and necessary out-of-pocket expenses incurred by Mr. Dehaemers, and (iii) a policy of directors and officers liability insurance. Mr. Dehaemers’ employment is “at-will” and may be terminated at any time.

The following table reflects all outstanding equity awards of TEP GP’s named executive officers as of December 31, 2014.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following tables set forth certain information regarding the beneficial ownership of our Class A shares and Class B shares following the consummation of the Reorganization Transactions and this offering by:

All information with respect to beneficial ownership has been furnished by the respective directors, officers or 5% or more shareholders, as the case may be. The amounts and percentage of Class A shares and Class B shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. Except as indicated by footnote, the persons named in the table below have sole voting and investment power with respect to all Class A shares and Class B shares shown as beneficially owned by them, subject to community property laws where applicable. Unless otherwise noted, the address of each beneficial owner named in the chart below is 4200 W. 115th Street, Suite 350, Leawood, Kansas 66211, Attn: General Counsel.

Index to Financial Statements

The following table sets forth, as of February 23, 2015, the number of common units of TEP owned by each of the named executive officers and directors of our general partner and all directors and executive officers of our general partner as a group. Unless otherwise noted, the address of each beneficial owner named in the chart below is 4200 W. 115th Street, Suite 350, Leawood, Kansas 66211, Attn: General Counsel.

Index to Financial Statements

Upon completion of the Reorganization Transactions, our sole asset will be Tallgrass Equity units representing % of the membership interests in Tallgrass Equity, which will directly own (i) the Acquired TEP Units, representing approximately % of TEP’s currently outstanding common units (assuming (a) an initial public offering price of $ per Class A share, the midpoint of the price range set forth on the cover of this prospectus, and (b) a purchase price of $ per TEP common unit), and (ii) all of the membership interests of TEP GP. TEP GP owns all of the IDRs and 834,391 general partner units, representing an approximate 1.39% general partner interest in TEP. Please read “Organizational Structure—Reorganization Transactions.”

We are a Delaware limited partnership formed in February 2015. Although we were formed as a limited partnership, we will elect to be taxed as a corporation for U.S. federal income tax purposes.

In accordance with the Tallgrass Equity limited liability company agreement, the net profits and net losses of Tallgrass Equity will generally be allocated to the holders of Tallgrass Equity units on a pro rata basis in accordance with their relative number of Tallgrass Equity units held. Accordingly, net profits and losses of Tallgrass Equity will initially be allocated % to us and % to the Exchange Right Holders (or % and %, respectively, if the underwriters exercise in full their option to purchase additional Class A shares). Following this offering, if we cause a distribution to be made, such distribution will be made to the holders of Tallgrass Equity units on a pro rata basis in accordance with their relative number of Tallgrass Equity units held.

For purposes of any transfer or exchange of Tallgrass Equity units initially owned by the Exchange Right Holders and our Class B shares, the Tallgrass Equity limited liability company agreement and our partnership agreement will contain provisions linking each such Tallgrass Equity unit with one of our Class B shares. Our Class B shares cannot be transferred without transferring an equal number of Tallgrass Equity units and vice versa.

Index to Financial Statements

Class A share for each Tallgrass Equity unit exchanged. The above Exchange Right may be exercised only if, simultaneously therewith, an equal number of our Class B shares are transferred by the exercising party to us. At Tallgrass Equity’s option, Tallgrass Equity may give the exchanging Tallgrass Equity unitholder cash in an amount equal to the market value of the Class A shares instead. No change to the one-for-one exchange ratio may be made without the prior approval of the holders of two-thirds of the Tallgrass Equity units, and only after the expiration of a 30-day notice period.

The above mechanisms are subject to customary conversion rate adjustments for equity splits, equity dividends and reclassifications.

In addition, pursuant to our partnership agreement and the Tallgrass Equity limited liability company agreement, our capital structure and the capital structure of Tallgrass Equity will generally replicate one another and will provide for customary antidilution mechanisms in order to maintain the one-for-one exchange ratio between the Tallgrass Equity units and Class B shares, on the one hand, and our Class A shares, on the other hand.

The form of Tallgrass Equity limited liability company agreement has been filed as an exhibit to the registration statement of which this prospectus forms a part, and the foregoing description of the Tallgrass Equity limited liability company agreement is qualified in its entirety by reference thereto.

In connection with the closing of this offering, we, our general partner, Tallgrass Equity and TDGP will enter into an omnibus agreement that addresses the following matters:

The above mechanisms are subject to customary conversion rate adjustments for equity splits, equity dividends and reclassifications.

In connection with the closing of this offering, we will enter into a shareholder and registration rights agreement, which we refer to as the registration rights agreement, with the Exchange Right Holders. Pursuant to the registration rights agreement, we have agreed to register the resale of all Class A shares issuable upon exercise of the Exchange Right, or the Registrable Securities, held by the Exchange Right Holders or any of their permitted transferees to the registration rights agreement under certain circumstances.

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For a period of 180 days following the closing of this offering, the Exchange Right Holders will not be permitted to exchange any of their Tallgrass Equity units pursuant to the terms of a lock-up agreement.

As soon as we are eligible to do so, we will be obligated to file and maintain a shelf registration statement on Form S-3 covering the resale of all of the Registrable Securities. We will be required to maintain the effectiveness of any such registration statement until the date on which all Registrable Securities covered by the shelf registration statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the shelf registration statement, or otherwise cease to be Registrable Securities under the registration rights agreement.

Following the expiration of the lock-up period, the Exchange Right Holders will have the right to require that we register their Registrable Securities and/or facilitate an underwritten offering of their Registrable Securities. There is no aggregate limit on the number of such demand requests; however, the demand rights of these holders are subject to a number of size, frequency and other limitations.

In the event we propose to conduct an underwritten offering of Registrable Securities, then the holders of Registrable Securities will generally have customary rights to participate in such offering, subject to customary offering size limitations and related allocation provisions and other limitations. Similarly, in the event that eligible holders demand that we conduct an underwritten offering of their Registrable Securities, then we will generally have customary rights to participate in such offering, subject to customary offering size limitations and related allocation provisions and other limitations.

We will not be required to comply with any demand request, and may suspend the holders’ ability to use any shelf registration statement, following our delivery of written notice to the holders of customary blackout periods and deferral events.

The holders of Registrable Securities will pay certain selling expenses, including any underwriters’ discounts and commissions. We will generally cause Tallgrass Equity to pay all other registration expenses in connection with our obligations under the registration rights agreement.

Procedures for Review, Approval or Ratification of Transactions with Related Persons

The board of directors of our general partner will adopt a code of business conduct and ethics. Among other things, it will provide that the board of directors of our general partner or its authorized committee will periodically review all related person transactions that are required to be disclosed under SEC rules and, when appropriate, initially authorize or ratify all such transactions. In the event that the board of directors of our general partner or its authorized committee considers ratification of a related person transaction and determines not to so ratify, the code of business conduct and ethics will provide that our management will take all reasonable efforts to cancel or annul the transaction.

The code of business conduct and ethics will also provide that, in determining whether or not to recommend the initial approval or ratification of a related person transaction, the board of directors of our general partner or its authorized committee should consider all of the relevant facts and circumstances available, including (if

Index to Financial Statements

applicable) but not limited to: (i) whether there is an appropriate business justification for the transaction; (ii) the benefits that accrue to us as a result of the transaction; (iii) the terms available to unrelated third parties entering into similar transactions; (iv) the impact of the transaction on a director’s independence (in the event the related person is a director, an immediate family member of a director or an entity in which a director or an immediate family member of a director is a partner, shareholder, member or executive officer); (v) the availability of other sources for comparable products or services; (vi) whether it is a single transaction or a series of ongoing, related transactions; and (vii) whether entering into the transaction would be consistent with the code of business conduct and ethics.

As of February 23, 2015, Tallgrass Development owned 26,355,480 common units representing approximately 44.6% of TEP’s outstanding common units. In addition, TEP GP owns 834,391 general partner units representing an approximate 1.39% general partner interest in TEP and all of the incentive distribution rights.

The following information summarizes the distributions and payments made or to be made by TEP to TEP GP and its affiliates in connection with TEP’s formation, ongoing operation and any liquidation of TEP. These distributions and payments were determined by and among affiliated entities and, consequently, are not the result of arm’s-length negotiations.

Distributions of available cash to TEP GP and its affiliates. TEP will generally make distributions of available cash to common unitholders pro rata (including Tallgrass Development as the holder of an aggregate of 26,355,480 common units) and to TEP GP as follows: (1) an approximate 1.39% with respect to its general partner units and (2) as distributions of available cash exceed the MQD and other higher target levels specified in TEP’s partnership agreement, increasing percentages of distributions with respect to its IDRs, up to 48% of the distributions above the highest target level. Assuming TEP has sufficient available cash to pay the full MQD on all of its outstanding units for four quarters, TEP GP and its affiliates would receive an annual distribution of approximately $1.0 million on their general partner units and $56.4 million on their common units.

Payments to TEP GP and its affiliates. Neither TEP GP nor Tallgrass Development’s general partner and its affiliates receive a management fee or other compensation for managing TEP. TEP GP and Tallgrass Development’s general partner and its affiliates are reimbursed, however, for all direct and indirect expenses incurred on TEP’s behalf pursuant to its partnership agreement and the TEP Omnibus Agreement (defined below). Neither TEP’s partnership agreement nor the TEP Omnibus Agreement limit the amount of expenses for which TEP GP or Tallgrass Development’s general partner and its affiliates may be reimbursed. TEP’s partnership agreement provides that TEP GP will determine in good faith the expenses that are allocable to TEP.

Withdrawal or removal of TEP GP. If TEP GP withdraws or is removed, its general partner interest and its IDRs will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests.

Liquidation Stage. Upon TEP’s liquidation, the partners, including TEP GP, will be entitled to receive liquidating distributions according to their particular capital account balances, as further detailed in TEP’s limited partnership agreement.

Agreements with Affiliates in Connection with TEP’s Initial Public Offering

TEP entered into various documents and agreements with Tallgrass Development and its other affiliates in connection with its IPO. These are primarily related to TEP’s formation, including the vesting of assets in, and the assumption of liabilities by, TEP and its subsidiaries, and the application of the proceeds of the IPO. These agreements were not the result of arm’s length negotiations.

Index to Financial Statements

Upon the closing of the IPO, TEP entered into an Omnibus Agreement with Tallgrass Development, its general partner and TEP GP, which we refer to as the TEP Omnibus Agreement, that governs TEP’s relationship with them regarding the following matters:

Reimbursement of General and Administrative Expenses. Pursuant to the TEP Omnibus Agreement, the general partner of Tallgrass Development performs, or causes its affiliates to perform, centralized corporate, general and administrative services for TEP, such as legal, corporate record keeping, planning, budgeting, regulatory, accounting, billing, business development, treasury, insurance administration and claims processing, risk management, health, safety and environmental, information technology, human resources, investor relations, cash management and banking, payroll, internal audit, taxes and engineering. In exchange, TEP reimburse it for expenses incurred in providing these services. The reimbursements to TEP GP and Tallgrass Development’s general partner and its affiliates are made prior to cash distributions to TEP’s common unitholders. The TEP Omnibus Agreement further provides that TEP will reimburse the general partner of Tallgrass Development and its affiliates for TEP’s allocable portion of the premiums on any insurance policies covering TEP’s assets. TEP anticipates reimbursement to Tallgrass Development’s general partner and its affiliates will vary with the size and scale of TEP’s operations, among other factors.

Indemnification. Under the terms of the TEP Omnibus Agreement, Tallgrass Development is required to indemnify TEP from liabilities arising out of any federal, state and local income tax liabilities attributable to the ownership and operation of the assets contributed to us in connection with TEP’s IPO until 60 days after the applicable statute of limitations. Tallgrass Development also agreed to use commercially reasonable efforts to obtain indemnification from Kinder Morgan for losses suffered or incurred by TEP with respect to the assets contributed to TEP as part of its IPO, to the extent that Kinder Morgan is obligated to indemnify Tallgrass Development under the purchase and sale agreement pursuant to which Tallgrass Development acquired the contributed assets and remit any proceeds received from Kinder Morgan pursuant to such indemnification obligations to TEP.

Kinder Morgan’s indemnity obligations under the Kinder Morgan purchase agreement generally survived through February 13, 2014, although certain specified indemnities last for longer periods of time. Under the TEP Omnibus Agreement, TEP has agreed to indemnify Tallgrass Development for events and conditions associated with the operation of the contributed assets that occur on or after the closing of TEP’s IPO.

Right of First Offer. Under the terms of the TEP Omnibus Agreement, Tallgrass Development has granted TEP a right of first offer, for so long as Tallgrass Development or its affiliates, individually or as part of a group, control TEP GP, on (i) the Retained Assets and (ii) any assets that are hereafter developed, constructed or acquired by Tallgrass Development or its subsidiaries (excluding TEP and its subsidiaries) for the purpose of processing natural gas in Natrona, Converse or Campbell counties in Wyoming, which we refer to collectively as the ROFO Assets. If Tallgrass Development or any of its affiliates decide to attempt to sell (other than to an affiliate of Tallgrass Development, excluding TEP and its subsidiaries) a ROFO Asset, Tallgrass Development or its affiliate will notify TEP in advance and, prior to selling such ROFO Asset to a third party, will negotiate with TEP exclusively and in good faith for a period of 45 days in order to give TEP an opportunity to enter into

Index to Financial Statements

definitive documentation for the purchase and sale of such ROFO Asset on terms that are mutually acceptable to Tallgrass Development or its affiliate and TEP. If TEP and Tallgrass Development or its affiliate have not entered into a letter of intent or a definitive purchase and sale agreement with respect to such ROFO Asset within such 45-day period, Tallgrass Development or its affiliate will have the right to sell such ROFO Asset to a third party following the expiration of such 45-day period on any terms that are acceptable to Tallgrass Development or its affiliate and such third party. TEP’s decision to acquire or not to acquire a ROFO Asset pursuant to this right will require the approval of the conflicts committee of the board of directors of TEP GP.

Amendment and Termination. The TEP Omnibus Agreement can be amended by written agreement of all parties to the agreement. However, TEP may not agree to any amendment or modification that would, in the determination of TEP GP, be adverse in any material respect to the holders of TEP’s common units without the prior approval of the conflicts committee. In the event of (i) a “change in control” (as defined in the TEP Omnibus Agreement) of the partnership or (ii) the removal of Tallgrass MLP GP, LLC as TEP’s general partner in circumstances where “cause” (as defined in TEP’s partnership agreement) does not exist and the common units held by TEP GP and its affiliates were not voted in favor of such removal, the TEP Omnibus Agreement (other than the indemnification and reimbursement provisions therein) will be terminable by Tallgrass Development, and TEP will have a 90-day transition period to cease TEP’s use of the name “Tallgrass” and related marks.

On April 1, 2014, Tallgrass MLP Operations, LLC, a Delaware limited liability company and TEP’s wholly-owned subsidiary acquired 100% of the issued and outstanding membership interests in Trailblazer from Tallgrass Operations, LLC, a Delaware limited liability company and wholly-owned direct subsidiary of Tallgrass Development, for total consideration valued at approximately $164 million, pursuant to that certain Contribution and Sale Agreement by and between Tallgrass Development, Tallgrass Operations, and TEP.

Effective September 1, 2014, Tallgrass PXP Holdings, LLC, a Delaware limited liability company and TEP’s wholly-owned subsidiary acquired a 33.3% membership interest in Pony Express, from Tallgrass Development for total consideration of approximately $600 million pursuant to that certain Contribution and Transfer Agreement by and between Tallgrass Development, Pony Express, Tallgrass Operations, and TEP. At closing, TEP entered into a Second Amended and Restated Limited Liability Company Agreement of Pony Express effective September 1, 2014 with Tallgrass Development and Pony Express, which provides TEP a minimum quarterly preference payment of $16.65 million through the quarter ending September 30, 2015 with distributions thereafter shared in accordance with the terms of the Second Amended and Restated Limited Liability Company Agreement. In connection with the transaction, Pony Express entered into a Cash Management Agreement effective August 27, 2014 with Tallgrass Operations, under which cash balances are swept daily and recorded as loans from Pony Express to Tallgrass Development. $270 million of the total consideration was subsequently swept to Tallgrass Development and was recorded as a related party loan which bears interest at Tallgrass Development’s incremental borrowing rate. As of September 1, 2014, balances lent to Tallgrass Development under the cash management agreement are classified as related party receivables on TEP’s consolidated balance sheet and will be cash settled.

Under TEP’s partnership agreement, Tallgrass Development and its affiliates are expressly permitted to compete with TEP. Tallgrass Development and any of its affiliates, including EMG and Kelso, may acquire, construct or dispose of additional transportation, storage and processing or other assets in the future without any obligation to offer us the opportunity to purchase or construct those assets.

Index to Financial Statements

Tallgrass Management, LLC, an affiliate of TEP GP, has two employees who are immediate family members of executive officers of TEP GP. Jason Dehaemers, a director of corporate development, is the son of David Dehaemers, Jr., the President and Chief Executive Officer of TEP GP and a member of TEP GP’s board of directors. For 2014, he received cash compensation of $349,800 and standard employee benefits of approximately $17,424. Zach Rider, a manager of corporate development, is the son of George Rider, the Executive Vice President, General Counsel and Secretary of TEP GP. For 2014, he received cash compensation of $161,680 and standard employee benefits of approximately $13,747.

Index to Financial Statements

Our existing organizational structure and the relationships among, us, TEP, our respective general partners, TDGP, the owners of TDGP and affiliated entities present the potential for conflicts of interest. Affiliates of our general partner, including TDGP and the Exchange Right Holders, will not be prohibited from engaging in other businesses or activities that might be in direct competition with us except to the extent they compete using our confidential information. However, if conflicts do arise, the resolution of these conflicts may not always be in our best interest or that of our Class A shareholders. Future conflicts of interest may arise among us and any entities whose general partner or similar interests we or our affiliates acquire or among TEP and such entities. It is not possible to predict the nature or extent of these potential future conflicts of interest at this time, nor is it possible to determine how we will address and resolve any such future conflicts of interest.

Conflicts of interest could arise in the situations described below, among others.

Actions taken by our general partner may affect the amount of cash available for distribution to our Class A shareholders.

The amount of cash that is available for distribution to our Class A shareholders is affected by decisions of our general partner regarding such matters as:

In addition, borrowings by us and our affiliates will not constitute a breach of any duty owed by our general partner to our Class A shareholders.

The duties of our general partner’s officers and directors may conflict with TEP GP and our general partner’s officers and directors may face conflicts of interest in the allocation of administrative time between our business and TEP’s business.

We anticipate that all of the officers and a majority of the directors of our general partner will also be officers or directors of TEP GP and, as a result, have separate contractual duties that govern their management of TEP’s business. Consequently, these officers and directors may encounter situations in which their obligations to us, on the one hand, and TEP, on the other hand, are in conflict. For a description of how these conflicts will be resolved, please read “—Conflicts Resolution.” The resolution of these conflicts may not always be in our best interest or that of our shareholders. In addition, our general partner’s officers who also serve as officers of TEP GP may face conflicts in allocating their time spent on our behalf and on behalf of TEP. These time allocations may adversely affect our or TEP’s results of operations, cash flows, and financial condition. It is unlikely that these allocations will be the result of arms-length negotiations between our general partner and TEP GP.

Index to Financial Statements

Tallgrass Equity will reimburse our general partner and its affiliates for certain expenses.

Tallgrass Equity will reimburse our general partner and its affiliates for expenses incurred in managing and operating our general partner. Tallgrass Equity will also reimburse Tallgrass Management for expenses incurred (i) on our behalf; (ii) on behalf of our general partner; or (iii) for any other purpose related to our business and activities or those of our general partner. Tallgrass Equity will also reimburse our general partner for any additional expenses incurred on our behalf or to maintain our legal existence and good standing.

Our general partner intends to limit its liability regarding our obligations.

Our general partner intends to limit its liability under contractual arrangements so that the other party has recourse only to our assets, and not against our general partner or its assets. Our partnership agreement will provide that any action taken by our general partner to limit its liability or our liability is not a breach of our general partner’s fiduciary duties, even if we could have obtained more favorable terms without the limitation on liability.

Class A shareholders will have no right to enforce obligations of our general partner and its affiliates under agreements with us.

Any agreements between us on the one hand, and our general partner and its affiliates, on the other, will not grant to our shareholders, separate and apart from us, the right to enforce the obligations of our general partner and its affiliates in our favor.

Contracts between us, on the one hand, and our general partner and its affiliates, on the other, will not be the result of arm’s-length negotiations.

Our partnership agreement will allow our general partner to determine, in good faith, any amounts to pay itself or its affiliates for any services rendered to us. Our general partner may also enter into additional contractual arrangements with any of its affiliates on our behalf. Neither our partnership agreement nor any of the other agreements, contracts and arrangements between us, on the one hand, and our general partner and its affiliates, on the other, are or will be the result of arm’s-length negotiations.

Our general partner will determine the terms of any transactions entered into after the sale of the Class A shares offered in this offering.

Our general partner and its affiliates will have no obligation to permit us to use any facilities or assets of our general partner and its affiliates, except as may be provided in contracts entered into specifically dealing with that use. There will not be any obligation of our general partner and its affiliates to enter into any contracts of this kind.

Our general partner may exercise its right to call and purchase shares as provided in our partnership agreement or assign this right to one of its affiliates or to us. Our general partner may act in its sole discretion in exercising this right. As a result, a Class A shareholder may have its Class A shares repurchased at an undesirable time or price. Please read “Description of our Partnership Agreement—Limited Call Right.”

We may not choose to retain separate counsel for ourselves or for the holders of Class A shares or Class B shares.

Attorneys, independent accountants and others who will perform services for us are selected by our general partner or the board of directors (or relevant committee) of our general partner, and may perform services for our

Index to Financial Statements

general partner and its affiliates. Although we may retain separate counsel for ourselves or the holders of our Class A shares and Class B shares in the event of a conflict of interest between our general partner and its affiliates, on the one hand, and us or the holders of our shares, on the other, we do not intend to do so in most cases.

The board of directors of TEP GP or its conflicts committee will resolve, on behalf of the public unitholders of TEP, any material conflicts between TEP or TEP GP, on the one hand, and Tallgrass Equity, us or our general partner, on the other hand. The board of directors of our general partner or its conflicts committee will have authority on our behalf to resolve, on behalf of our Class A shareholders, any material conflicts between Tallgrass Equity us or our general partner, on the one hand, and TEP or TEP GP, on the other hand. The resolution of these conflicts may not always be in our best interest or that of our Class A shareholders. Our partnership agreement will contain provisions that define and limit our general partner’s duties to our shareholders. Our partnership agreement will also restrict the remedies available to shareholders for actions taken by our general partner that, without those limitations, might be challenged as breaches of fiduciary duty.

Our partnership agreement will provide that any resolution or course of action adopted by our general partner and its affiliates in respect of a conflict of interest will be permitted and deemed approved by all of our shareholders, and will not constitute a breach of our partnership agreement or any duty stated or implied by law or equity if the resolution or course of action in respect of such conflict of interest is fair and reasonable to us. Such resolution will be deemed fair and reasonable if:

For a description of the meaning of “due inquiry,” please read “—Fiduciary Duties of Our General Partner—Partnership Agreement Modified Standards.” Our general partner is authorized but not required in connection with its resolution of any conflict of interest to seek special approval, and our partnership agreement will permit our general partner to adopt a resolution or course of action that has not received special approval.

The duties owed to shareholders by our general partner are prescribed by law and our partnership agreement. The Delaware Revised Uniform Limited Partnership Act, which we refer to in this prospectus as the Delaware Act, provides that Delaware limited partnerships may, in their partnership agreements, modify, restrict or expand the duties (including any fiduciary duties) otherwise owed by a general partner to limited partners and the partnership.

Our partnership agreement will contain various provisions replacing the fiduciary duties that would otherwise be owed by our general partner with contractual standards governing the duties of our general partner and the methods of resolving conflicts of interest. We will adopt modified duties in our partnership agreement to allow our general partner or its affiliates to act (or determine not to act) in ways that might otherwise be limited

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by state law standards, and to take into account the interests of other parties in addition to our interests when resolving conflicts of interest. We believe this is appropriate and necessary because our general partner’s board of directors has duties to manage our general partner in a manner beneficial to its owners, as well as to you. Without these modifications, our general partner’s ability to make decisions involving conflicts of interest would be restricted. The modifications of state law standards enable our general partner to take into consideration all parties involved in the proposed action, so long as the resolution is fair and reasonable to us as described above under “—Conflicts Resolution.” These modifications may be considered beneficial to the shareholders in that they enable our general partner to attract and retain experienced and capable directors. They may appear detrimental to the shareholders, however, because they restrict the remedies available to shareholders for actions that, without those limitations, might be challenged as breaches of fiduciary or other duties, as described below. The modifications also permit our general partner to take into account the interests of third parties in addition to our interests when resolving conflicts of interest. The following is a summary of:

Index to Financial Statements

By purchasing our shares, each shareholder automatically agrees to be bound by the provisions in our partnership agreement, including the provisions discussed above. This reflects the policy of the Delaware Act, which favors the principle of freedom of contract and the enforceability of partnership agreements. The failure of a limited partner or assignee to sign a partnership agreement does not render the partnership agreement unenforceable against that person.

Our partnership agreement will provide that, to the fullest extent permitted by law, in connection with any action or inaction of, or determination made by, our general partner (or its officers, directors and other persons indemnified under our partnership agreement, which we refer to as the indemnitees) with respect to any matter relating to us, it shall be presumed that the general partner or indemnitees acted in a manner that satisfied the contractual standards set forth in our partnership agreement, and in any proceeding brought by any limited partner or by or on behalf of such limited partner or any other limited partner or our partnership challenging any such action or inaction of, or determination made by, the general partner or indemnitees, the person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption.

Index to Financial Statements

We must indemnify our general partner and its officers, directors, managers and certain other specified persons (including the Exchange Right Holders and TDGP), to the fullest extent permitted by law, against liabilities, costs and expenses incurred by our general partner or these other persons. We must provide this indemnification unless there has been a final and non-appealable judgment by a court of competent jurisdiction determining that these persons acted in bad faith or engaged in fraud or willful misconduct. We must also provide this indemnification for criminal proceedings unless our general partner or these other persons acted with knowledge that their conduct was unlawful. Thus, our general partner could be indemnified for its negligent acts if it met the requirements set forth above. To the extent these provisions purport to include indemnification for liabilities arising under the Securities Act, in the opinion of the Securities and Exchange Commission, such indemnification is contrary to public policy and, therefore, unenforceable. Please read “Description of Our Partnership Agreement—Indemnification.”

We do not believe we or our limited partners are subject to material risk of liability as a result of our ownership or control of TEP’s general partner. Our and TEP’s limited partnership agreements provide for broad indemnification to each partnership’s general partner and their respective affiliates. Relative to TEP’s limited partnership agreement, this indemnity extends to us as well as to Tallgrass Equity, our general partner and TDGP. As a result of these indemnification arrangements, TEP is generally required economically to bear the risk of the general partner liability that might otherwise attach pursuant to the Delaware Act.

In addition to this contractual indemnity, TEP’s organizational structure in combination with the terms of its commercial contracts further protects us and our shareholders from liability associated with ownership or control of TEP’s general partner. First, TEP is primarily a holding company and substantially all of TEP’s commercial contracts are entered into by subsidiaries that benefit from a corporate or limited liability company structure that protects the owners of these corporate entities, including TEP and us, from direct liability. Second, in the limited circumstances where TEP is a contractual counter-party (e.g., material debt agreements), the obligations under such contracts have been made expressly non-recourse to TEP GP. For these reasons and the protections afforded by TEP’s limited partnership agreement with respect to indemnification and exculpation of TEP GP and affiliated entities, we believe the likelihood that we or any other entity affiliated with TEP GP could be held individually liable for material obligations is remote.

Index to Financial Statements

Our Class A shares and Class B shares represent limited partner interests in us. The holders of our shares, voting together as a single class, are entitled to exercise the rights or privileges to be available to limited partners under our partnership agreement, but only holders of our Class A shares are entitled to participate in our distributions. For a description of the rights and preferences of holders of our Class A shares in and to our distributions, please read “Our Cash Distribution Policy and Restrictions on Distributions.” For a description of the rights and privileges of limited partners under our partnership agreement, including voting rights, please read “Description of Our Partnership Agreement.”

We intend to apply to list our Class A shares on the New York Stock Exchange under the symbol “TEGP.”

The Exchange Right Holders and any permitted transferees of their Tallgrass Equity units will each have the right to exchange all or a portion of their Tallgrass Equity units for Class A shares at an exchange ratio of one Class A share for each Tallgrass Equity unit exchanged, which we refer to as the Exchange Right. The Exchange Right may be exercised only if, simultaneously therewith, an equal number of our Class B shares are transferred by the exercising party to us. Upon such exchange, we will cancel the Class B shares received from the exercising party.

For purposes of any transfer or exchange of Tallgrass Equity units initially owned by the Exchange Right Holders and our Class B shares, the Tallgrass Equity limited liability company agreement and our partnership agreement will contain provisions effectively linking each such Tallgrass Equity unit with one of our Class B shares. Class B shares cannot be transferred without transferring an equal number of Tallgrass Equity units and vice versa.

By transfer of our shares in accordance with our partnership agreement, each transferee of our Class A shares and Class B shares will be admitted as a shareholder with respect to the class of shares transferred when such transfer and admission is reflected in our books and records. Additionally, each transferee of our Class A shares and Class B shares:

A transferee will become a substituted limited partner for the transferred shares automatically upon the recording of the transfer on our books and records. Our general partner will cause any transfers to be recorded on our books and records no less frequently than quarterly.

Index to Financial Statements

We may, at our discretion, treat the nominee holder of a Class A share or Class B share, as applicable, as the absolute owner. In that case, the beneficial holder’s rights are limited solely to those that it has against the nominee holder as a result of any agreement between the beneficial owner and the nominee holder.

Class A shares and Class B shares are securities and are transferable according to the laws governing transfers of securities. In addition to other rights acquired upon transfer, the transferor gives the transferee the right to become a substituted limited partner in our partnership for the transferred shares.

Until a Class A share or Class B share has been transferred on our books, we and the transfer agent, notwithstanding any notice to the contrary, may treat the record holder of the share as the absolute owner for all purposes, except as otherwise required by law or stock exchange regulations.

For purposes of any transfer or exchange of Tallgrass Equity units and our Class B shares, the Tallgrass Equity limited liability company agreement, and our partnership agreement will contain provisions linking each Tallgrass Equity unit with one of our Class B shares. Please read “—Exchange Right” above.

American Stock Transfer and Trust Company will serve as registrar and transfer agent for our Class A shares. We will pay all fees charged by the transfer agent for transfers of our shares except the following fees that will be paid by shareholders:

There will be no charge to holders of Class A shares for disbursements of our cash distributions. We will indemnify the transfer agent, its agents and each of their shareholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional misconduct of the indemnified person or entity.

The transfer agent may at any time resign, by notice to us, or be removed by us. The resignation or removal of the transfer agent will become effective upon our appointment of a successor transfer agent and registrar and its acceptance of the appointment. If no successor has been appointed and accepted the appointment within 30 days after notice of the resignation or removal, we are authorized to act as the transfer agent and registrar until a successor is appointed.

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COMPARISON OF RIGHTS OF HOLDERS OF TEP’S COMMON UNITS AND OUR CLASS A SHARES

It is not likely that our Class A shares and TEP’s common units will trade in simple relation or proportion to one another. Instead, while the trading prices of our Class A shares and TEP’s common units are likely to follow generally similar broad trends, the trading prices may diverge because, among other things:

The following table compares certain features of TEP’s common units and our shares.

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The following is a summary of the material provisions of our partnership agreement. The form of our partnership agreement is included in this prospectus as Appendix A and will be adopted contemporaneously with the closing of this offering.

We summarize the following provisions of our partnership agreement elsewhere in this prospectus:

When used in this “Description of Our Partnership Agreement,” references to the Exchange Right Holders include certain transferees in private, non-exchange transactions.

Under our partnership agreement, we will be permitted to engage, directly or indirectly, in any business activity that is approved by our general partner and that lawfully may be conducted by a limited partnership organized under Delaware law.

Although our general partner has the ability to cause us, our affiliates and our subsidiaries to engage in activities other than the indirect ownership of partnership interests (including incentive distribution rights) in TEP, our general partner has no current plans to do so and may decline to do so free of any fiduciary duty or obligation whatsoever to us or our shareholders, including any duty to act in good faith or in the best interest of us or our shareholders. Our general partner is authorized in general to perform all acts it determines to be necessary or appropriate to carry out our purposes and to conduct our business, including but not limited to the following:

For a further description of limits on our business, please read “Certain Relationships and Related Party Transactions.”

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Our shareholders are not obligated to make additional capital contributions, except as described below under “—Limited Liability.”

Our partnership agreement will be governed by Delaware law. Our partnership agreement will require that any claims, suits, actions or proceedings:

shall be exclusively brought in the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, any other court located in the State of Delaware with subject matter jurisdiction), regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims. By purchasing a Class A share, a shareholder is irrevocably consenting to these limitations and provisions regarding claims, suits, actions or proceedings and submitting to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or such other Delaware courts) in connection with any such claims, suits, actions or proceedings.

Assuming that a shareholder does not participate in the control of our business within the meaning of the Delaware Act and that he otherwise acts in conformity with the provisions of our partnership agreement, his liability under the Delaware Act will be limited, subject to possible exceptions, to the amount of capital he is obligated to contribute to us for his shares plus his share of any undistributed profits and assets. If it were determined, however, that the right, or exercise of the right, by the shareholders as a group:

constituted “participation in the control” of our business for the purposes of the Delaware Act, then our shareholders could be held personally liable for our obligations under the laws of Delaware, to the same extent as our general partner. This liability would extend to persons who transact business with us who reasonably believe that the shareholder is a general partner. Neither our partnership agreement nor the Delaware Act specifically provides for legal recourse against our general partner if a shareholder were to lose limited liability through any fault of our general partner. Although this does not mean that a shareholder could not seek legal recourse, we know of no precedent for this type of a claim in Delaware case law.

Index to Financial Statements

Under the Delaware Act, a limited partnership may not make a distribution to a partner if, after the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specific property of the partnership, would exceed the fair value of the assets of the limited partnership. For the purpose of determining the fair value of the assets of a limited partnership, the Delaware Act provides that the fair value of property subject to liability for which recourse of creditors is limited will be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds the nonrecourse liability. The Delaware Act provides that a limited partner who receives a distribution and knew at the time of the distribution that the distribution was in violation of the Delaware Act will be liable to the limited partnership for the amount of the distribution for three years. Under the Delaware Act, a substituted limited partner of a limited partnership is liable for the obligations of his assignor to make contributions to the partnership, except that such person is not obligated for liabilities unknown to him at the time he became a limited partner and that could not be ascertained from the partnership agreement.

Limitations on the liability of limited partners for the obligations of a limited partner (or in our case, a shareholder) have not been clearly established in many jurisdictions. Although we currently have no operations distinct from TEP, if in the future, by our ownership in an operating company or otherwise, it were determined that we were conducting business in any state without compliance with the applicable limited partnership or limited liability company statute, or that the right or exercise of the right by the shareholders as a group to remove or replace our general partner, to approve some amendments to our partnership agreement, or to take other action under our partnership agreement constituted “participation in the control” of our business for purposes of the statutes of any relevant jurisdiction, then the shareholder could be held personally liable for our obligations under the law of that jurisdiction to the same extent as our general partner under the circumstances. We will operate in a manner that our general partner considers reasonable and necessary or appropriate to preserve the limited liability of the shareholders.

Our general partner will manage and operate us. You will have only limited voting rights on matters affecting our business. You will not have the right to elect our general partner or its directors on an annual or other continuing basis.

The following is a summary of the shareholder vote required for the matters specified below. On all matters where our shareholders are entitled to vote, the Class A shares and Class B shares will vote together as a single class and will be entitled to one vote per share. The holders of a majority of the outstanding shares, represented in person or by proxy, will constitute a quorum unless any action by the shareholders requires approval by holders of a greater percentage of the shares, in which case the quorum will be the greater percentage. In voting their shares, our general partner will have no fiduciary duty or obligation whatsoever to us or the shareholders, including any duty to act in good faith or in the best interests of us or the shareholders.

Index to Financial Statements

Unless otherwise indicated, “outstanding shares” includes shares held by our general partner, the Exchange Right Holders and their respective affiliates.

At any time, the owners of our general partner may sell or transfer all or part of their ownership interest in our general partner without the approval of our shareholders, subject to certain transfer restrictions contained in TDGP’s limited liability company agreement.

Our partnership agreement will authorize us to issue an unlimited number of additional limited partner interests and other equity securities for the consideration and on the terms and conditions established by our general partner in its sole discretion without the approval of our shareholders.

It is possible that we will fund acquisitions through the issuance of additional shares or other equity securities. Holders of any additional shares we issue will be entitled to share equally with the then-existing shareholders in our cash distributions. In addition, the issuance of additional partnership interests may dilute the value of the interests of the then-existing holders of shares in our net assets.

In accordance with Delaware law and the provisions of our partnership agreement, we may also issue additional partnership interests that have special voting rights to which the Class A shares and Class B shares are not entitled.

Amendments to our partnership agreement may be proposed only by or with the consent of our general partner. However, our general partner will have no duty or obligation to propose any amendment and may decline to do so free of any fiduciary duty or obligation whatsoever to us or our shareholders, including any duty

Index to Financial Statements

to act in good faith or in the best interests of us or our shareholders. To adopt a proposed amendment, other than the amendments discussed below, our general partner must seek written approval of the holders of the number of shares required to approve the amendment or call a meeting of our shareholders to consider and vote upon the proposed amendment. Except as described below, an amendment must be approved by a majority of our outstanding shares.

(1) enlarge the obligations of any shareholder without its consent, unless approved by at least a majority of the type or class of shareholder interests so affected; or

(2) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without the consent of our general partner, which may be given or withheld in its sole discretion.

The provision of our partnership agreement preventing the amendments having the effects described in clauses (1) or (2) above can be amended upon the approval of the holders of at least 90% of the outstanding shares.

Our general partner may generally make amendments to our partnership agreement without the approval of any shareholder or assignee to reflect:

(1) any change in our name, the location of our principal place of business, our registered agent or its registered office;

(2) the admission, substitution, withdrawal or removal of partners in accordance with our partnership agreement;

(3) a change that our general partner determines to be necessary or appropriate to qualify or continue the qualification of our partnership as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state;

(4) an amendment that is necessary, in the opinion of our counsel, to prevent us or our general partner or its directors, officers, agents or trustees, from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisors Act of 1940, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, whether or not substantially similar to plan asset regulations currently applied or proposed;

(5) an amendment that our general partner determines to be necessary or appropriate for the authorization of additional partnership securities or rights to acquire partnership securities;

(6) any amendment expressly permitted in our partnership agreement to be made by our general partner acting alone;

(7) an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our partnership agreement;

(8) an amendment that our general partner determines to be necessary or appropriate for the formation by us, or our investment in, any corporation, partnership or other entity, as otherwise permitted by our partnership agreement;

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(10) a merger with or conveyance to another limited liability entity that is newly formed and has no assets, liabilities or operations at the time of the merger or conveyance other than those it receives by way of the merger or conveyance, provided that the sole purpose of such merger is to effect a legal change into a different form of limited liability entity;

(11) an amendment effected, necessitated or contemplated by an amendment to TEP’s partnership agreement that requires TEP unitholders to provide a statement, certificate or other proof of evidence to TEP regarding whether such unitholder is subject to United States federal income tax on the income generated by TEP; or

(12) any other amendments substantially similar to any of the matters described in (1) through (11) above.

In addition, our general partner may make amendments to our partnership agreement without the approval of any shareholder or assignee if those amendments, in the discretion of our general partner:

(1) do not adversely affect our shareholders (or any particular class of holders of partnership interests) in any material respect;

(2) are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute;

(3) are necessary or appropriate to facilitate the trading of our shares or to comply with any rule, regulation, guideline or requirement of any securities exchange on which our shares are or will be listed for trading;

(4) are necessary or appropriate for any action taken by our general partner relating to splits or combinations of shares under the provisions of our partnership agreement;

(6) are required to effect the intent of the statements contained in this prospectus and in the provisions of our partnership agreement or as are otherwise contemplated by our partnership agreement.

Any amendment described as requiring shareholder approval will require an opinion of counsel to the effect that the amendment will not affect the limited liability under applicable law of any of our shareholders. Our general partner will not be required to obtain such an opinion of counsel for any of the amendments described above under “—Amendments to Our Partnership Agreement—No Shareholder Approval.” In the absence of such an opinion where required, the approval of 90% of the outstanding shares is required for an amendment to become effective.

In addition to the above restrictions, any amendment that would have a material adverse effect on the rights or preferences of any type or class of outstanding shares in relation to other classes of shares will require the approval of at least a majority of the type or class of shares so affected. Also, any amendment that reduces the voting percentage required to take any action must be approved by the affirmative vote of shareholders whose aggregate outstanding shares constitute not less than the voting requirement sought to be reduced.

Our partnership agreement will generally prohibit our general partner, without the prior approval of a majority of our outstanding shares, from causing us to, among other things, sell, exchange or otherwise dispose of all or substantially all of our assets in a single transaction or a series of related transactions. Our general partner may, however, mortgage, pledge, hypothecate or grant a security interest in all or substantially all of our assets without that approval. Our general partner may also sell all or substantially all of our assets under a foreclosure or other realization upon those encumbrances without that approval.

Index to Financial Statements

A merger, consolidation or conversion of us requires the prior consent of our general partner. In addition, our partnership agreement will provide that, to the maximum extent permitted by law, our general partner will have no duty or obligation to consent to any merger, consolidation or conversion of us and may decline to do so free of any fiduciary duty or obligation whatsoever to us, or any of our shareholders. Further, in declining to consent to a merger, consolidation or conversion, our general partner will not be required to act in good faith or pursuant to any other standard imposed by our partnership agreement, any other agreement, under the Delaware Act or any other law, rule or regulation or at equity.

If conditions to be specified in our partnership agreement are satisfied, our general partner may merge us or any of our subsidiaries into, or convey some or all of our assets to, a newly formed entity if the sole purpose of that merger or conveyance is to effect a mere change in our legal form into another limited liability entity. Our shareholders are not entitled to dissenters’ rights or appraisal rights (and, therefore, will not be entitled to demand payment of a fair price for their shares) under our partnership agreement or applicable Delaware law in the event of a merger or consolidation, a sale of substantially all of our assets or any other transaction or event.

We will continue as a limited partnership until terminated under our partnership agreement. We will dissolve upon:

(1) the election of our general partner to dissolve us, if approved by a majority of our outstanding shares;

(2) there being no holders of partnership interests, unless we are continued without dissolution in accordance with applicable Delaware law;

(4) the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other than by reason of a transfer of its general partner interest in accordance with our partnership agreement or withdrawal or removal of our general partner following approval and admission of a successor.

Upon a dissolution under clause (4) above, the holders of a majority of our outstanding shares may also elect, within 180 days, to continue our business on the same terms and conditions described in our partnership agreement by appointing as a successor general partner an entity approved by the holders of a majority of the outstanding shares, subject to our receipt of an opinion of counsel to the effect that the action would not result in the loss of limited liability of any limited partner.

Upon our dissolution, unless we are reconstituted and continued as a new limited partnership, the person authorized to wind up our affairs (the liquidator) will, acting with all of the powers of our general partner that the liquidator deems necessary or appropriate, liquidate our assets. The proceeds of the liquidation will be applied as follows:

If the liquidator determines that a sale would be impractical or would cause a loss to our partners, it may defer liquidation of our assets for a reasonable period of time or distribute assets to partners in kind if it determines that a sale would be impractical or would cause undue loss to the partners.

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Our general partner may withdraw as general partner in compliance with our partnership agreement after giving 90 days’ written notice to our shareholders, and that withdrawal will not constitute a violation of our partnership agreement.

Upon the voluntary withdrawal of our general partner, the holders of a majority of our outstanding shares may elect a successor to that withdrawing general partner. If a successor is not elected, or is elected but an opinion of counsel regarding limited liability cannot be obtained, we will be dissolved, wound up and liquidated, unless within 180 days after that withdrawal, the holders of a majority of the outstanding shares agree in writing to continue our business and to appoint a successor general partner. Please read “—Termination or Dissolution” above.

Our general partner may not be removed unless that removal is approved by the vote of the holders of not less than 66 2/3% of our outstanding shares, including shares held by our general partner, the Exchange Right Holders and their respective affiliates, and we receive an opinion of counsel regarding limited liability. Any removal of our general partner is also subject to the approval of a successor general partner by the vote of the holders of a majority of the outstanding shares. The ownership of more than 33 1/3% of our outstanding shares by any person or group would give such persons the practical ability to prevent our general partner’s removal. Upon completion of this offering, the Exchange Right Holders will own substantially more than 33 1/3% of our outstanding shares.

In addition, we will be required to reimburse the departing general partner for all amounts due the departing general partner, including, without limitation, all employee-related liabilities, including severance liabilities, incurred for the termination of any employees employed by the departing general partner or its affiliates for our benefit.

Our general partner may transfer all or any of its general partner interest in us without obtaining approval of any shareholder. As a condition of this transfer, the transferee must assume the rights and duties of the general partner to whose interest that transferee has succeeded, agree to be bound by the provisions of our partnership agreement and furnish an opinion of counsel regarding limited liability.

Our partnership agreement will contain specific provisions that are intended to discourage a person or group from attempting to remove our general partner as general partner or otherwise change management. If any person or group other than our general partner, the Exchange Right Holders and their permitted transferees or their respective affiliates acquires beneficial ownership of 20% or more of any class of our shares, that person or group loses voting rights on all of its shares. This loss of voting rights does not apply to (i) any person or group that acquires the shares directly from us, our general partner, any of the Exchange Right Holders, any Qualifying Interest Holder (as defined in our partnership agreement) or their respective affiliates, (ii) any transferees that acquired the shares from a person or group described in clause (i), or (iii) any person or group that acquires 20% of any class of shares with the prior approval of the board of directors of our general partner.

If at any time more than 80% of our outstanding shares (including Class A shares issuable upon the exchange of Class B shares and including any other additional limited partner interests we may issue in the future) are owned by our general partner or its affiliates, our general partner will have the right (which it may assign to us or any other designee), but not the obligation, to acquire all, but not less than all, of the remaining

Index to Financial Statements

Class A shares held by public shareholders at a price equal to the greater of (x) the highest cash price paid by our general partner, the Exchange Right Holders, or their respective affiliates for any shares purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those shares and (y) the current market price calculated in accordance with our partnership agreement as of the date three business days before the date the notice is mailed.

As a result of our general partner’s right to purchase outstanding limited partner interests, a holder of limited partner interests may have his limited partner interests purchased at an undesirable time or price. The tax consequences to a shareholder of the exercise of this call right are the same as a sale by that shareholder of his shares in the market. Please read “Material U.S. Federal Income Tax Consequences.”

Except as described below regarding a person or group owning 20% or more of shares then outstanding, shareholders on the record date will be entitled to notice of, and to vote at, meetings of our limited partners and to act upon matters for which approvals may be solicited. The only matters for which approvals may be solicited will be those matters submitted by our general partner’s board of directors. Our shareholders will not be able to submit matters for consideration at any meeting of our shareholders. Class A shares and Class B shares that are owned by non-citizen assignees will be voted by our general partner on behalf of non-citizen assignees and our general partner will distribute the votes on those shares in the same ratios as the votes of limited partners on other shares are cast. Our general partner does not anticipate that any meeting of shareholders will be called in the foreseeable future. Our shareholders will not be entitled to act by written consent. Meetings of the shareholders may be called by our general partner or by shareholders owning at least 20% of the outstanding shares. Shareholders may vote either in person or by proxy at meetings. The holders of a majority of the outstanding shares, represented in person or by proxy, will constitute a quorum unless any action by the shareholders requires approval by holders of a greater percentage of the shares, in which case the quorum will be the greater percentage.

Each record holder of a share has a vote according to his percentage interest in us, although additional partnership interests having special voting rights could be issued. Please read “—Issuance of Additional Securities” above. However, if at any time any person or group, other than our general partner, the Exchange Right Holders and their respective affiliates, or a direct or subsequently approved transferee of our general partner, the Exchange Right Holders and their respective affiliates, acquires, in the aggregate, beneficial ownership of 20% or more of any class of shares then outstanding, that person or group will lose voting rights on all of its shares and the shares may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of shareholders, calculating required votes, determining the presence of a quorum or for other similar purposes. For more information on persons and groups to which this loss of voting rights does not apply, please read “—Change of Management Provision” above. Shares held in nominee or street name account will be voted by the broker or other nominee in accordance with the instruction of the beneficial owner unless the arrangement between the beneficial owner and his nominee provides otherwise.

Any notice, demand, request, report or proxy material required or permitted to be given or made to record holders of shares under our partnership agreement will be delivered to the record holder by us or by the transfer agent.

By transfer of shares in accordance with our partnership agreement, each transferee of shares shall be admitted as a limited partner with respect to the shares transferred when such transfer and admission is reflected in our books and records. Except as described under “—Limited Liability” above, the shares will be fully paid, and shareholders will not be required to make additional contributions.

Index to Financial Statements

If we are or become subject to federal, state or local laws or regulations that, in the reasonable determination of our general partner, create a substantial risk of cancellation or forfeiture of any property that we have an interest in because of the nationality, citizenship or other related status of any shareholder, we may redeem the shares held by the limited partner or assignee at their current market price. To avoid any cancellation or forfeiture, our general partner may require each shareholder or assignee to furnish information about his nationality, citizenship or related status. If a shareholder or assignee fails to furnish information about his nationality, citizenship or other related status within 30 days after a request for the information or our general partner determines after receipt of the information that the limited partner or assignee is not an eligible citizen, the shareholder or assignee may be treated as a non-citizen assignee. In addition to other limitations on the rights of an assignee that is not a substituted limited partner, a non-citizen assignee does not have the right to direct the voting of his shares and may not receive distributions in kind upon our liquidation.

Under our partnership agreement, in most circumstances, we will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:

Any indemnification under these provisions will only be out of our assets. Unless it otherwise agrees, our general partner will not be personally liable for, or have any obligation to contribute or loan funds or assets to us to enable it to effectuate, indemnification. We may purchase insurance against liabilities asserted against and expenses incurred by persons for our activities, regardless of whether we would have the power to indemnify the person against liabilities under our partnership agreement.

The omnibus agreement requires Tallgrass Equity to reimburse Tallgrass Management and its respective affiliates for all direct and indirect expenses it makes (i) on our behalf (ii) on behalf of our general partner, or (iii) for any other purposes related to our business and activities or those our general partner, including the costs of employee and director compensation and benefits as well as the cost of the provision of certain corporation, general and administrative services, in each case, to the extent properly allocable to us. Any direct expenses associated with being a separate publicly traded entity will be borne by Tallgrass Equity. Neither our partnership agreement nor our omnibus agreement will limit the amount of expenses for which our general partner, Tallgrass

Index to Financial Statements

Management and their respective affiliates may be reimbursed by Tallgrass Equity. All reimbursements to our general partner, Tallgrass Management and their respective affiliates by Tallgrass Equity will proportionally reduce cash distributions by Tallgrass Equity to its members, which in turn will reduce the amount of cash we distribute to our shareholders.

Our general partner is required to keep appropriate books of our business at our principal offices. The books will be maintained for both tax and financial reporting purposes on an accrual basis. For fiscal reporting and tax reporting purposes, our year ends on December 31 each year.

We will furnish or make available to record holders of shares, within 120 days after the close of each fiscal year, an annual report containing audited financial statements and a report on those financial statements by our independent public accountants. Except for our fourth quarter, we will also furnish or make available summary financial information within 90 days after the close of each quarter.

Our partnership agreement will provide that a limited partner can, for a purpose reasonably related to his interest as a limited partner, upon reasonable written demand and at his own expense, have furnished to him:

Under our partnership agreement, however, our limited partners and other persons who acquire interests in us will not have rights to receive information from us or any of the persons we indemnify as described under “—Indemnification” for the purpose of determining whether to pursue litigation or assist in pending litigation against us or those indemnified persons relating to our affairs, except pursuant to the applicable rules of discovery relating to the litigation commenced by the person seeking information.

Our general partner may, and intends to, keep confidential from our shareholders trade secrets or other information the disclosure of which our general partner believes is not in our best interests or which we are required by law or by agreements with third parties to keep confidential. Our partnership agreement will limit the rights to information that a limited partner would otherwise have under Delaware law.

Index to Financial Statements

TEP will distribute to its unitholders, on a quarterly basis, all of its available cash in the manner described below.

Available cash generally means, for any quarter ending prior to liquidation, the sum of (i) cash on hand at the end of a quarter after the payment of TEP’s expenses and the establishment of cash reserves and (ii) if TEP’s general partner so determines, all or any portion of the cash on hand immediately prior to the date of distribution of available cash for the quarter, including cash on hand resulting from working capital borrowings made after the end of the quarter. TEP’s general partner will have the authority to establish the cash reserves for the proper conduct of TEP’s business and for future cash distributions to its unitholders. Any determination to establish cash reserves made by TEP’s general partner in good faith will be binding on TEP’s unitholders. TEP’s partnership agreement provides that in order for a determination by its general partner to be considered to have been made in good faith, its general partner must subjectively believe that the determination is in TEP’s best interests.

Cash distributions to TEP’s unitholders will be characterized as either operating surplus or capital surplus. TEP distributes available cash from operating surplus differently than available cash from capital surplus. Please read “—Quarterly Distributions of Available Cash.”

Index to Financial Statements

TEP will treat all available cash distributed as coming from operating surplus until the sum of all available cash distributed since the closing of TEP’s initial public offering equals the operating surplus from the closing of such offering through the end of the quarter prior to the distribution. Any available cash in excess of operating surplus, regardless of its source, will be treated as capital surplus. TEP currently does not anticipate that it will make distributions from capital surplus.

The incentive distribution rights represent the right to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved. The target distribution levels are based on the amounts of available cash from operating surplus distributed above the payments made under the minimum quarterly distribution, if any, and the related 2% distribution to the general partner.

TEP can issue additional common units or other equity securities for consideration and under terms and conditions approved by its general partner in its sole discretion and without the approval of TEP’s unitholders. TEP may fund acquisitions through the issuance of additional common units or other equity securities.

Holders of any additional common units that TEP issues will be entitled to share equally with its then-existing unitholders in distributions of available cash. In addition, the issuance of additional interests may dilute the value of the interests of the then-existing unitholders. If TEP issues additional partnership interests, its general partner will have the right, but not the obligation, to make an additional capital contribution to TEP to maintain or attain up to a 2.0% general partner interest in TEP.

TEP will make quarterly distributions to its partners prior to its liquidation in an amount equal to 100% of its available cash for that quarter. TEP is required to make distributions of all available cash within 45 days after the end of each quarter to holders of record on the applicable record date. The minimum quarterly distribution and the target distribution levels are also subject to certain other adjustments as described below under “—Distributions from Capital Surplus” and “—Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels.”

During the subordination period, the common units will have the right to receive distributions of available cash from operating surplus each quarter in an amount equal to $0.2875 per common unit (the minimum quarterly distribution), plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. The subordination period will automatically terminate when distributions of available cash from operating surplus on each of the outstanding common units, subordinated units and general partner units equal or exceed various thresholds after specified dates.

Assuming TEP’s general partner maintains or attains its 2.0% general partner interest in TEP and TEP does not issue any additional classes of equity securities, TEP will make distributions of available cash from operating surplus during the subordination period in the following manner:

Index to Financial Statements

Assuming TEP’s general partner maintains or attains its 2.0% general partner interest in TEP and TEP does not issue any additional classes of equity securities, TEP will make distributions of available cash from operating surplus after the subordination period in the following manner:

For any quarter that TEP has distributed available cash from operating surplus (i) to the common unitholders and subordinated unitholders in an amount equal to the minimum quarterly distribution and (ii) on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution, TEP will distribute any additional available cash from operating surplus for that quarter among the unitholders and its general partner (for so long as it holds the IDRs) in the following manner:

TEP’s distributions to its general partner above, other than in its capacity as holders of units, that are in excess of the general partner’s aggregate 2.0% general partner interest represent the IDRs. The right to receive incentive distributions is not part of the general partner interest and may be transferred separately from that interest, subject to certain restrictions.

TEP’s general partner has the right under TEP’s partnership agreement, subject to certain conditions, to elect to relinquish the right to receive incentive distribution payments based on the initial target distribution levels and to reset, at higher levels, the minimum quarterly distribution amount and target distribution levels upon which the incentive distribution payments to TEP’s general partner would be set. The general partner’s right to reset the minimum quarterly distribution amount and target distribution levels upon which the incentive distributions payable to the general partner are based may be exercised, subject to certain restrictions, without approval of TEP’s unitholders or the conflicts committee. The reset minimum quarterly distribution amount and target distribution levels will be higher than the minimum quarterly distribution amount and the target distribution levels prior to the reset such that the general partner will not receive any incentive distributions under the reset target distribution levels until cash distributions per unit following this event increase.

TEP’s general partner would exercise this reset right in order to facilitate acquisitions or internal growth projects that would otherwise not be sufficiently accretive to cash distributions per common unit, taking into account the existing levels of incentive distribution payments being made to the general partner.

Index to Financial Statements

Assuming TEP’s general partner maintains or attains its 2.0% general partner interest in TEP and TEP does not issue any additional classes of equity securities TEP will make distributions of available cash from capital surplus, if any, in the following manner:

TEP’s partnership agreement treats a distribution of capital surplus as the repayment of the initial unit price, which is a return of capital. The initial unit price less any distributions of capital surplus per unit is referred to as the “unrecovered initial unit price.” Each time a distribution of capital surplus is made, the minimum quarterly distribution and the target distribution levels will be reduced in the same proportion as the corresponding reduction in the unrecovered initial unit price.

Once TEP distributes capital surplus on a unit in an amount equal to the initial unit price:

Distributions of capital surplus will reduce the minimum quarterly distribution after any distribution of capital surplus is made; however, any distribution of capital surplus before the unrecovered initial unit price is reduced to zero cannot be applied to the payment of the minimum quarterly distribution or any arrearages.

Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels

How TEP Adjusts the Minimum Quarterly Distribution and Target Distribution Levels

In addition to adjusting the minimum quarterly distribution and target distribution levels to reflect a distribution of capital surplus, if TEP combines its units into fewer units or subdivides its units into a greater number of units (but not if TEP issues additional common units for cash or property), TEP will proportionately adjust:

Index to Financial Statements

For example, in the event of a two-for-one split of the common units, the minimum quarterly distribution, the target distribution levels and the unrecovered initial unit price would each be reduced to 50% of its initial level, and each subordinated unit would be split into two subordinated units.

If legislation is enacted or if existing law is modified or interpreted by the relevant governmental authority so that TEP becomes taxable as a corporation or otherwise subject to taxation as an entity for federal, state or local income tax purposes, TEP will reduce the minimum quarterly distribution and the target distribution levels for each quarter by multiplying each distribution level by a fraction, the numerator of which is available cash for that quarter (reduced by the amount of the estimated tax liability for such quarter payable by reason of such legislation or interpretation) and the denominator of which is the sum of available cash for that quarter (reduced by the amount of the estimated tax liability for such quarter payable by reason of such legislation or interpretation) plus TEP’s general partner’s estimate of TEP’s aggregate liability for the quarter for such income taxes payable by reason of such legislation or interpretation. To the extent that the actual tax liability differs from the estimated tax liability for any quarter, the difference may be accounted for in subsequent quarters.

If TEP were to dissolve, TEP would sell its assets or otherwise dispose of its assets in a process called liquidation. TEP would first apply the proceeds of liquidation to the payment of its creditors in the order of priority provided in TEP’s partnership agreement and by law and, thereafter, distribute any remaining proceeds to the unitholders and its general partner in accordance with their capital account balances, as adjusted to reflect any gain or loss upon the sale or other disposition of TEP’s assets in liquidation.

If TEP issued additional security interests, interim adjustments to capital accounts would also be made. Any unrealized and unrecognized gain would be allocated generally to the unitholders and the general partner in the same way that a gain is allocated upon liquidation. If positive interim adjustments are made to the capital accounts, any subsequent negative adjustments to the capital accounts resulting from TEP’s issuance of additional interests, or upon TEP’s liquidation, would be allocated in a manner which results, to the extent possible, in the partners’ capital account balances equaling the amount which they would have been if no earlier positive adjustments to the capital accounts had been made. TEP generally will allocate any unrealized and unrecognized loss to the unitholders and the general partner based on their respective percentage ownership in TEP. If negative interim adjustments are made to the capital accounts, any subsequent positive adjustments to the capital accounts resulting from TEP’s issuance of additional interests, or upon TEP’s liquidation, would be allocated in a manner which results, to the extent possible, in the partners’ capital account balances equaling the amount which they would have been if no earlier negative adjustments to the capital accounts had been made.

Index to Financial Statements

The following is a summary of the material provisions of TEP’s partnership agreement. A discussion of distributions of TEP’s available cash is described under “Tallgrass Energy Partners, LP’s Cash Distribution Policy—Distributions of Available Cash.”

TEP’s purpose under its partnership agreement is limited to any business activity that is approved by TEP’s general partner; provided that its general partner shall not cause TEP to engage, directly or indirectly, in any business activity that the general partner determines would be reasonably likely to cause TEP to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax purposes.

TEP’s general partner is entitled to be reimbursed for all direct and indirect expenses it incurs or payments it makes on TEP’s behalf and all other expenses allocable to TEP or otherwise incurred by TEP’s general partner in connection with operating TEP’s business, including salary, bonus, incentive compensation and other amounts paid to persons who perform services for TEP. TEP’s partnership agreement provides that its general partner will determine in good faith the expenses that are allocable to TEP in its sole discretion.

TEP’s partnership agreement authorizes it to issue an unlimited number of additional partnership interests for the consideration and on terms and conditions determined by TEP’s general partner in its sole discretion without the approval of any of the unitholders.

It is possible that TEP will fund acquisitions through the issuance of additional common units, subordinated units or other partnership interests. Holders of any additional common units TEP issues will be entitled to share equally with the then-existing holders of common units in TEP’s distributions of available cash. In addition, the issuance of additional common units or other partnership interests may dilute the value of the interests of the then-existing holders of common units in TEP’s net assets and operations.

In accordance with Delaware law and the provisions of TEP’s partnership agreement, TEP may also issue additional partnership interests that, as determined by TEP’s general partner, may have special voting rights to which common units are not entitled. In addition, TEP’s partnership agreement does not prohibit the issuance by TEP or its subsidiaries of equity interests, which may effectively rank senior to the common units.

TEP’s general partner has the right, which it may from time to time assign in whole or in part to any of its affiliates, to make additional capital contributions to TEP to the extent necessary to maintain or attain up to a 2.0% general partner interest in TEP. TEP’s general partner’s 2.0% interest in TEP will be reduced if TEP issues additional units in the future and its general partner does not contribute a proportionate amount of capital to TEP to maintain or attain up to its 2.0% general partner interest. Moreover, TEP’s general partner and its affiliates have the right, which they may from time to time assign in whole or in part to any of their affiliates, to purchase common units, subordinated units or other partnership interests whenever, and on the same terms that, TEP issues those interests to persons other than its general partner and the general partner’s affiliates, to the extent necessary to maintain or attain the percentage interest of the general partner and its affiliates, including such interest represented by common units and subordinated units, that existed immediately prior to each issuance. The other holders of common units will not have preemptive rights to acquire additional common units or other partnership interests.

Index to Financial Statements

Amendments to TEP’s partnership agreement may be proposed only by its general partner, but the general partner has no duty or obligation to propose any amendment and may decline to do so free of any duty or obligation whatsoever to TEP or its limited partners, other than the implied contractual covenant of good faith and fair dealing. In order to adopt a proposed amendment, TEP’s general partner is required to seek written approval of the holders of the number of units required to approve the amendment or call a meeting of the limited partners to consider and vote upon the proposed amendment, which must be approved by a unit majority; however, in some circumstances more particularly described in TEP’s partnership agreement, TEP’s general partner may make amendments to TEP’s partnership agreement without the approval of any limited partner.

After the first day of the first quarter beginning after the tenth anniversary of TEP’s initial public offering, TEP’s general partner may withdraw as general partner without obtaining approval of any unitholder by giving 90 days’ written notice, and that withdrawal will not constitute a violation of TEP’s partnership agreement. In addition, TEP’s general partner may withdraw without unitholder approval upon 90 days’ notice to TEP’s limited partners if at least 50% of TEP’s outstanding units are held or controlled by one person and its affiliates (other than TEP’s general partner and its affiliates). In addition, TEP’s partnership agreement permits its general partner to sell or otherwise transfer all of its general partner interest in TEP without the approval of the unitholders.

Upon voluntary withdrawal of TEP’s general partner by giving written notice to the other partners, the holders of a unit majority may select a successor to that withdrawing general partner. If a successor is not elected, or is elected but an opinion of counsel regarding limited liability and tax matters cannot be obtained, TEP will be dissolved, wound up and liquidated, unless within a specified period after that withdrawal, the holders of a unit majority agree to continue TEP’s business by appointing a successor general partner.

TEP’s general partner may not be removed unless that removal is approved by the vote of the holders of not less than two-thirds of TEP’s outstanding units voting together as a single class, including units held by TEP’s general partner and its affiliates, and TEP receives an opinion of counsel regarding limited liability and tax matters. Any removal of this kind is also subject to the approval of a successor general partner by the vote of the holders of a majority of TEP’s outstanding common units voting as a separate class, and subordinated units, voting as a separate class. The ownership of more than one-third of the outstanding units by TEP’s general partner and its affiliates would give them the practical ability to prevent TEP’s general partner’s removal. As of February 23, 2015, TEP’s general partner and its affiliates owned approximately 45% of TEP’s outstanding common units.

If TEP’s general partner is removed as general partner under circumstances where cause does not exist, (i) the subordinated units outstanding will immediately and automatically convert into common units on a one-for-one basis; provided, such person nor any of its affiliates voted any units in favor of removal and such person is not an affiliate of the successor general partner, and (ii) if all of the subordinated units convert pursuant to (i) above, all cumulative common unit arrearages on the common units will be extinguished and the subordination period will end.

In the event of removal of TEP’s general partner where cause exists or withdrawal of the general partner where such withdrawal violates TEP’s partnership agreement, a successor general partner will have the option to purchase the general partner interest and IDRs of the departing general partner at the fair market value of such interests. Under all other circumstances, the departing general partner may require the successor general partner to purchase such interests at their fair market value. In addition, TEP will be required to reimburse the departing general partner for all amounts due the departing general partner.

Index to Financial Statements

Upon TEP’s dissolution, unless it is continued as a new limited partnership, the liquidator authorized to wind up TEP’s affairs will, acting with all of the powers of TEP’s general partner that are necessary or appropriate to, liquidate TEP’s assets and apply the proceeds of the liquidation as described in “How We Make Cash Distributions—Distributions of Cash Upon Liquidation.” The liquidator may defer liquidation or distribution of TEP’s assets for a reasonable period of time or distribute assets to partners in kind if it determines that a sale would be impractical or would cause undue loss to TEP’s partners.

TEP’s partnership agreement contains specific provisions that are intended to discourage a person or group from attempting to remove its general partner or otherwise change its management. Generally, if a person or group, other than TEP’s general partner or its affiliates, acquires beneficial ownership of 20% or more of any class of units, other than from TEP’s general partner or its affiliates, that person or group loses voting rights on all of its units.

If at any time TEP’s general partner and its affiliates own 80% or more of the issued and outstanding limited partner interests of any class, TEP’s general partner will have the right, which it may assign in whole or in part to any of its affiliates or to TEP, to purchase all, but not less than all, of the limited partner interests of such class held by unaffiliated persons as of a record date to be selected by TEP’s general partner, on at least 10 but not more than 60 days’ notice. The purchase price in the event of a purchase under these provisions would be the greater of (i) the current market price (as defined in TEP’s partnership agreement) as of the date three business days prior to the date that notice is mailed, and (2) the highest cash price paid by either TEP’s general partner or any of its affiliates for any TEP limited partner interest of the class purchased within the 90 days preceding the date TEP’s general partner first mails notice of its election to purchase the limited partner interests.

Under TEP’s partnership agreement, in most circumstances, TEP will indemnify the following persons to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:

Any indemnification under these provisions will only be out of TEP’s assets. TEP’s general partner shall not be personally liable for, or have any obligation to contribute or loan funds or assets to TEP to enable TEP to effectuate any indemnification. TEP will purchase insurance against liabilities asserted against and expenses incurred by persons for TEP’s activities, regardless of whether TEP would have the power to indemnify the person against liabilities under its partnership agreement.

Index to Financial Statements

Under TEP’s partnership agreement, TEP has agreed to register for resale under the Securities Act and applicable state securities laws any common units, subordinated units, or other partnership interests proposed to be sold by its general partner or any of its affiliates or their assignees if an exemption from the registration requirements is not otherwise available. These registration rights continue for two years following any withdrawal or removal of Tallgrass MLP GP, LLC as general partner. TEP is obligated to pay all expenses incidental to such a registration, excluding underwriting discounts and commissions.

Index to Financial Statements

Prior to this offering, there has been no public market for our Class A shares. Future sales of our Class A shares in the public market, or the availability of such shares for sale in the public market, could adversely affect the market price of our Class A shares prevailing from time to time and our ability to raise equity-related capital at a time and price we deem appropriate.

Upon the closing of this offering, we will have outstanding an aggregate of Class A shares (or Class A shares if the underwriters exercise in full their option to purchase additional Class A shares), all of which will be freely tradable without restriction or further registration under the Securities Act by persons other than our “affiliates” as defined in Rule 144 under the Securities Act, which would be subject to the limitations and restrictions described below under “—Rule 144.”

In addition, subject to certain limitations and exceptions, the Exchange Right Holders may exchange Tallgrass Equity units (together with a corresponding number of Class B shares) for Class A shares on a one-for-one basis, subject to customary conversion rate adjustments for equity splits, equity dividends and reclassifications. Following the completion of this offering, the Exchange Right Holders will hold Class B shares (or Class B shares if the underwriters exercise in full their option to purchase additional Class A shares), all of which (together with a corresponding number of Tallgrass Equity units) will be exchangeable for Class A shares. Please read “Certain Relationships and Related Party Transactions—Limited Liability Company Agreement of Tallgrass Equity.” The Class A shares we issue upon such exchanges would be “restricted securities” as defined in Rule 144, as described below under “—Rule 144.” However, the registration rights agreement we will enter into in connection with the closing of this offering will require us to register the resale of those Class A shares under the Securities Act. Please read “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

The Class A shares sold in this offering will generally be freely transferable without restriction or further registration under the Securities Act, except that any Class A shares owned by an “affiliate” of ours may not be resold publicly except in compliance with the registration requirements of the Securities Act or under an exemption under Rule 144 or otherwise. Rule 144 permits securities acquired by an affiliate of the issuer and held for one year to be sold into the market in an amount that does not exceed, during any three-month period, the greater of:

Sales under Rule 144 are also subject to specific manner of sale provisions, holding period requirements, notice requirements and the availability of current public information about us. A person who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned his Class A shares for at least six months (provided we are in compliance with the current public information requirement), or one year (regardless of whether we are in compliance with the current public information requirement), would be entitled to sell those Class A shares under Rule 144, subject only to the current public information requirement. After beneficially owning Rule 144 restricted units for at least one year, a person who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale would be entitled to freely sell those Class A shares without regard to the public information requirements, volume limitations, manner of sale provisions and notice requirements of Rule 144.

Index to Financial Statements

Our partnership agreement will provide that we may issue an unlimited number of limited partner interests and other equity securities without a vote of our shareholders. Any issuance of additional Class A shares or other equity securities would result in a corresponding decrease in the proportionate ownership interest in us represented by, and could adversely affect the cash distributions to and market price of, Class A shares then outstanding. Please read “Description of Our Partnership Agreement—Issuance of Additional Securities.”

In connection with the closing of this offering, we will enter into the registration rights agreement with the Exchange Right Holders. Pursuant to the registration rights agreement, we have agreed to register the resale of all Class A shares issuable upon exercise of the Exchange Right held by the Exchange Right Holders or any of their permitted transferees to the registration rights agreement under certain circumstances. Please read “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

We, certain of our affiliates, the Exchange Right Holders and the directors and executive officers of our general partner have agreed, subject to certain exceptions, not to sell any Class A shares, including any Class A shares received upon exchange of Tallgrass Equity units as disclosed above, they beneficially own for a period of 180 days from the date of this prospectus. For a description of these lock-up provisions, please read “Underwriting.”

In addition, for a period of 180 days following the closing of this offering, the Exchange Right Holders will not be permitted to exchange any of their Tallgrass Equity units.

Index to Financial Statements

The following is a summary of the material U.S. federal income tax consequences related to the purchase, ownership and disposition of our Class A shares by a taxpayer that holds our Class A shares as a “capital asset” (generally property held for investment). This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, or the Code, U.S. Treasury regulations and administrative rulings and judicial decisions, all as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect. We have not sought any ruling from the Internal Revenue Service, or the IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

This summary does not address all aspects of U.S. federal income taxation or the tax considerations arising under the laws of any non-U.S., state, or local jurisdiction, or under U.S. federal gift tax laws. In addition, except as expressly described in this summary, this summary does not address tax considerations applicable to investors that may be subject to special treatment under the U.S. federal income tax laws, such as (without limitation):

If a partnership (or an entity treated as a partnership for U.S. federal income tax purposes) holds our Class A shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and upon the activities of the partnership. Accordingly, we urge partners of a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) investing in our Class A shares to consult their tax advisors regarding the U.S. federal income tax considerations of the purchase, ownership and disposition of our Class A shares by such partnership.

YOU ARE ENCOURAGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND

Index to Financial Statements

DISPOSITION OF OUR CLASS A SHARES ARISING UNDER THE U.S. FEDERAL GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Section 7704 of the Code provides that publicly traded partnerships will, as a general rule, be taxed as corporations. However, an exception, referred to as the “Qualifying Income Exception,” exists with respect to a publicly traded partnership if 90.0% or more of the publicly traded partnership’s gross income for every taxable year consists of “qualifying income.” Qualifying income includes income and gains derived from the transportation, storage, processing and marketing of crude oil, natural gas and other products thereof. Other types of qualifying income include interest (other than from a financial business), dividends, gains from the sale of real property and gains from the sale or other disposition of capital assets held for the production of income that otherwise constitutes qualifying income. TEP estimates that less than 5% of its current gross income is not qualifying income; however, this estimate could change from time to time. Based upon and subject to this estimate, the factual representations made by TEP and its general partner and a review of the applicable legal authorities, Baker Botts L.L.P. is of the opinion that at least 90.0% of TEP’s current gross income constitutes qualifying income, that TEP will be classified as a partnership for federal income tax purposes, and that each of TEP’s operating subsidiaries, other than Tallgrass Pony Express Pipeline (Colorado), Inc., or PXP Colorado, will be disregarded as an entity separate from TEP or will be treated as a partnership for federal income tax purposes.

In rendering its opinion, Baker Botts L.L.P. has relied on factual representations made by TEP and its general partner. The representations made by TEP and its general partner upon which Baker Botts L.L.P. has relied include:

All statements as to matters of law and legal conclusions, but not as to factual matters, contained in the remaining portion of this section, unless otherwise noted, is the opinion of Baker Botts L.L.P. (“Counsel”).

In providing this opinion, Counsel has examined and is relying upon the truth and accuracy at all relevant times of this prospectus, the registration statement of which this prospectus forms a part, representations made by us and TEP and such other records and documents as in Counsel’s judgment are necessary or appropriate to enable Counsel to provide this opinion. Counsel has not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.

This opinion is based upon Counsel’s interpretation of the Code, its regulations, court decisions, published positions of the IRS and other applicable authorities, all as in effect on the date of this prospectus and all of which are subject to change or differing interpretations, possibly with retroactive effect. This opinion is rendered as of the date of this prospectus, and Counsel assumes no obligation to advise us or you of any change in fact, circumstances or law which may alter, affect or modify this opinion. This opinion is not binding on the IRS or a court, and no ruling has been or will be obtained from the IRS regarding any of the matters addressed in this opinion. As a result, no assurance can be given that the IRS will not assert, or that a court will not sustain, a position contrary to the matters addressed in this opinion.

Index to Financial Statements

Although we are a Delaware limited partnership, we will elect to be treated as a corporation for U.S. federal income tax purposes. Thus, we are obligated to pay U.S. federal income tax on our net taxable income. Currently, the maximum regular U.S. federal income tax rate is 35%, but we may be subject to a 20% alternative minimum tax on our alternative minimum taxable income to the extent that the alternative minimum tax exceeds our regular tax. In addition, no Schedule K-1s will be issued with respect to the Class A shares, but instead holders of Class A shares will receive a Form 1099 from us with respect to distributions received on the Class A shares.

The discussion in this section is addressed to holders of our Class A shares who are U.S. holders for U.S. federal income tax purposes. You are a U.S. holder for purposes of this discussion if you are a beneficial owner of our Class A shares and you are, for U.S. federal income tax purposes:

Distributions with respect to our Class A shares will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits. Our earnings and profits generally will equal the taxable income allocated to us by TEP, with certain adjustments. These adjustments include recovering depreciation costs more slowly than permitted in computing taxable income and will generally result in our having earnings and profits in excess of our taxable income. To the extent that the amount of a distribution with respect to our Class A shares exceeds our current and accumulated earnings and profits, such distribution will be treated first as a tax-free return of capital to the extent of the U.S. holder’s adjusted tax basis in such Class A shares, which reduces such basis dollar-for-dollar, and thereafter as capital gain. Such gain will be long-term capital gain provided that the U.S. holder has held such Class A shares for more than one year as of the time of the distribution. Non-corporate holders that receive distributions on our Class A shares that are treated as dividends for U.S. federal income tax purposes generally would be subject to U.S. federal income tax at a maximum tax rate of 20% on such dividends provided certain holding period requirements are met. U.S. corporate holders of our Class A shares that receive a distribution from us treated as a dividend for U.S. federal income tax purposes may be eligible for the corporate dividends-received deduction (subject to certain limitations, including limitations on the aggregate amount of the deduction that may be claimed and limitations based on the holding period of the Class A shares on which the dividends were paid, which holding period may be reduced if the holder engages in risk reduction transactions with respect to its Class A shares).

Both Tallgrass Equity and TEP have made elections permitted by Section 754 of the Code. As a result, our initial acquisition of interests in Tallgrass Equity will result in basis adjustments with respect to our interest in the assets of Tallgrass Equity (and indirectly in TEP). Such adjustments will result in depreciation and amortization deductions that we anticipate will offset a substantial portion of our taxable income for, at a minimum, each of the periods ending December 31, 2015, 2016, and 2017. In addition, future exchanges of retained interests in Tallgrass Equity and Class B shares in us for our Class A shares generally will result in additional basis adjustments with respect to our interest in the assets of Tallgrass Equity (and indirectly in TEP). We expect to benefit from additional tax deductions resulting from those adjustments, the amount of which will vary depending on the value of the Class A shares at the time of the exchange.

Index to Financial Statements

We anticipate that available deductions will offset our taxable income for, at a minimum, each of the periods ending December 31, 2015, 2016 and 2017, and that during this period none of the distributions paid to you should be treated as taxable dividend income under current existing federal tax regulations, but instead will be treated as a return of capital. This estimate is based on assumptions with respect to TEP’s earnings from its operations, the amount of those earnings allocated to us, our income tax liabilities, the amount of distributions paid to us by TEP, and that there will not be an issuance of significant additional units by TEP without a corresponding increase in the aggregate tax deductions generated by TEP. This estimate is subject to, among other things, numerous business, economic, regulatory, legislative, competitive and political uncertainties beyond our control. Further, this estimate is based on current tax law and tax reporting positions that we and TEP will adopt and with which the IRS could disagree. Accordingly, we cannot assure you that this estimate will prove to be correct. The actual number of years in which distributions paid to you are treated as a return of capital could be more or fewer than estimated, and any differences could be material and could materially affect the value of our Class A shares.

Prospective investors in our Class A shares are encouraged to consult their tax advisors as to the tax consequences of receiving distributions on our Class A shares that do not qualify as dividends for U.S. federal income tax purposes, including, in the case of prospective corporate investors, the inability to claim the corporate dividends received deduction with respect to such distributions.

A U.S. holder generally will recognize capital gain or loss on a sale, exchange, certain redemptions, or other taxable disposition of our Class A shares equal to the difference, if any, between the amount realized upon the disposition of such Class A shares and the U.S. holder’s adjusted tax basis in those shares. A U.S. holder’s tax basis in the shares generally will be equal to the amount paid for such shares reduced (but not below zero) by distributions received on such shares that are not treated as dividends for U.S. federal income tax purposes. Such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for the shares sold or disposed of is more than one year. Long-term capital gains of individuals generally are subject to a reduced maximum U.S. federal income tax rate of 20%. The deductibility of net capital losses is subject to limitations.

A tax-exempt investor will not have unrelated business taxable income attributable to its ownership of Class A shares or to its sale, exchange or other disposition of Class A shares unless its ownership of Class A shares is debt-financed. In general, Class A shares would be debt-financed if the tax-exempt investor incurs debt to acquire Class A shares or otherwise incurs or maintains a debt that would not have been incurred or maintained if those Class A shares had not been acquired.

Distributions that constitute dividends with respect to the Class A shares will result in income that is qualifying income for a regulated investment company or a mutual fund. Furthermore, any gain from the sale, exchange or other disposition of the Class A shares will constitute gain from the sale, exchange or other disposition of stock or securities and will also result in income that is qualifying income for a regulated investment company. Finally, the Class A shares will constitute qualifying assets to regulated investment companies, which generally must own at least 50% in qualifying assets and not more than 25% in certain non-qualifying assets at the end of each quarter, provided such regulated investment companies do not violate certain percentage ownership limitations with respect to the Class A shares.

Information returns generally will be filed with the IRS with respect to distributions on our Class A shares and the proceeds from a disposition of our Class A shares. U.S. holders may be subject to backup withholding on distributions with respect to our Class A shares and on the proceeds of a disposition of our Class A shares unless

Index to Financial Statements

such U.S. holders furnish the applicable withholding agent with a taxpayer identification number, certified under penalties of perjury, and certain other information, or otherwise establish, in the manner prescribed by law, an exemption from backup withholding. Penalties apply for failure to furnish correct information and for failure to include reportable payments in income.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be creditable against a U.S. holder’s U.S. federal income tax liability, and the U.S. holder may be entitled to a refund, provided the U.S. holder timely furnishes the required information to the IRS. U.S. holders are urged to consult their own tax advisors regarding the application of the backup withholding rules to their particular circumstances and the availability of, and procedure for, obtaining an exemption from backup withholding.

The discussion in this section is addressed to holders of our Class A shares who are non-U.S. holders for U.S. federal income tax purposes. For purposes of this discussion, a non-U.S. holder is a beneficial owner of our Class A shares that is neither a partnership nor a U.S. holder as defined above.

Generally, a distribution treated as a dividend paid to a non-U.S. holder on our Class A shares will be subject to U.S. withholding tax at a rate of 30% of the gross amount of the distribution, or such lower rate as may be specified by an applicable income tax treaty. To the extent a distribution exceeds our current and accumulated earnings and profits, such distribution will reduce the non-U.S. holder’s adjusted tax basis in its Class A shares (but not below zero). The amount of any such distribution in excess of the non-U.S. holder’s adjusted tax basis in its Class A shares will be treated as gain from the sale of such shares and will have the tax consequences described below under “Gain on Disposition of Class A Shares.” The rules applicable to distributions by “USRPHCs” (as defined below) to non-U.S. persons that exceed current and accumulated earnings and profits are not clear. As a result, it is possible that U.S. federal income tax at a rate not less than 10% (or such lower rate as may be specified by an applicable income tax treaty for distributions from a USRPHC) may be withheld from distributions received by non-U.S. holders that exceed our current and accumulated earnings and profits. To receive the benefit of a reduced treaty rate on distributions, a non-U.S. holder must provide the withholding agent with an IRS W-8BEN-E (or other appropriate or successor form) certifying qualification for the reduced rate.

Non-U.S. holders are encouraged to consult their tax advisors regarding the withholding rules applicable to distributions on our Class A shares, the requirement for claiming treaty benefits, and any procedures required to obtain a refund of any overwithheld amounts.

Distributions treated as dividends that are paid to a non-U.S. holder and are effectively connected with a trade or business conducted by the non-U.S. holder in the United States (and, if required by an applicable tax treaty, are attributable to a permanent establishment maintained by the non-U.S. holder in the United States) generally will be taxed on a net income basis at the rates and in the manner generally applicable to U.S. persons (as defined under the Code). Effectively connected dividend income will not be subject to U.S. withholding tax if the non-U.S. holder satisfies certain certification requirements by providing to the withholding agent a properly executed IRS Form W-8ECI (or other appropriate or successor form) certifying eligibility for the exemption. If the non-U.S. holder is a corporation, that portion of the corporation’s earnings and profits for the taxable year, as adjusted for certain items, that is effectively connected with its U.S. trade or business (and, if required by applicable income tax treaty, is attributable to a permanent establishment maintained by the corporate non-U.S. holder in the United States) may also be subject to a “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable tax treaty.

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A non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our Class A shares unless:

A non-U.S. holder described in the first bullet point above will be subject to tax at a rate of 30% (or such lower rate as may be specified by an applicable tax treaty) on the amount of such gain (or such lower rate as may be specified by an applicable tax treaty) on the amount of such gain (which may be offset by U.S. source capital losses, provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses).

A non-U.S. holder whose gain is described in the second bullet point above will be subject to U.S. federal income tax on any gain recognized on a net income basis at the same graduated rates generally applicable to U.S. persons unless an applicable tax treaty provides otherwise. Corporate non-U.S. holders may also be subject to a branch profits tax equal to 30% (or such lower rate as may be specified by an applicable tax treaty) of their effectively connected earnings and profits attributable to such gain, as adjusted for certain items.

Generally, a corporation is a USRPHC if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We believe that we currently are, and expect to remain for the foreseeable future, a USRPHC for U.S. federal income tax purposes. However, as long as our Class A shares are “regularly traded on an established securities market,” a non-U.S. holder will be taxable on gain recognized on the disposition of our Class A shares as a result of our status as a USRPHC only if the non-U.S. holder actually or constructively owns, or owned at any time during the five-year period ending on the date of the disposition or, if shorter, the non-U.S. holder’s holding period for the Class A shares, more than 5% of our Class A shares. If our Class A shares were not considered to be regularly traded on an established securities market, all non-U.S. holders would be subject to U.S. federal income tax on a disposition of our Class A shares, and a 10% withholding tax would apply to the gross proceeds from the sale of our Class A shares by such non-U.S. holder.

Non-U.S. holders should consult their tax advisors with respect to the application of the foregoing rules to their ownership and disposition of our Class A shares.

Generally, we must report annually to the IRS and to each non-U.S. holder the amount of dividends paid to such holder, the name and address of the recipient, and the amount, if any, of tax withheld with respect to those dividends. These information reporting requirements apply even if withholding was not required. Pursuant to tax treaties or other agreements, the IRS may make such reports available to tax authorities in the recipient’s country of residence.

Payments of dividends to a non-U.S. holder generally will not be subject to backup withholding if the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN-E or another appropriate version of IRS Form W-8, provided that the withholding agent does not have actual knowledge, or reason to know, that the beneficial owner is a U.S. person that is not an exempt recipient.

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Payments of the proceeds from a sale or other disposition by a non-U.S. holder of our Class A shares effected by or through a U.S. office of a broker generally will be subject to information reporting and backup withholding (at the applicable rate) unless the non-U.S. holder establishes an exemption by properly certifying its non-U.S. status on an IRS Form W-8BEN-E or another appropriate version of IRS Form W-8 and certain other conditions are met or the non-U.S. holder otherwise establishes an exemption. Information reporting and backup withholding generally will not apply to any payment of the proceeds from a sale or other disposition of our Class A shares effected outside the United States by a foreign office of a broker. However, unless such broker has documentary evidence in its records that the holder is a non-U.S. holder and certain other conditions are met, or the non-U.S. holder otherwise establishes an exemption, information reporting will apply to a payment of the proceeds of the disposition of our Class A shares effected outside the United States by such a broker if it has certain relationships within the United States.

Backup withholding is not an additional tax. Rather, the U.S. income tax liability (if any) of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained, provided that certain required information is timely furnished to the IRS.

The Foreign Account Tax Compliance Act imposes a 30% withholding tax on certain payments on our Class A shares and on the gross proceeds from a disposition of our Class A shares in each case if paid to a foreign financial institution or a non-financial foreign entity (including, in some cases, when such foreign financial institution or entity is acting as an intermediary), unless (i) in the case of a foreign financial institution, such institution enters into an agreement with the U.S. government to withhold on certain payments, and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners), (ii) in the case of a non-financial foreign entity, such entity certifies that it does not have any substantial U.S. owners or provides the withholding agent with a certification identifying the direct and indirect substantial U.S. owners of the entity, or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. Under certain circumstances, a holder might be eligible for refunds or credits of such taxes. An intergovernmental agreement between the United States and an applicable foreign country or future Treasury Regulations may modify these requirements.

Payments subject to withholding tax under this law generally include dividends paid on Class A shares and gross proceeds from sales or other dispositions occurring after December 31, 2016 of such Class A shares. Non-U.S. holders are encouraged to consult their tax advisors regarding the possible implications of this law.

Certain holders that are individuals, trusts or estates will be subject to an additional 3.8% Medicare tax on unearned income, which generally will include dividends received and gain recognized with respect to our Class A shares. For individual U.S. holders, the additional Medicare tax applies to the lesser of (i) “net investment income,” or (ii) the excess of “modified adjusted gross income” over $200,000 ($250,000 if married and filing jointly or $125,000 if married and filing separately). “Net investment income” generally equals a holder’s gross investment income reduced by the deductions that are allocable to such income. Investment income generally includes passive income such as interest, dividends, annuities, royalties, rents and capital gains. You are urged to consult your own tax advisors regarding the application of this additional Medicare tax to your particular circumstances.

INVESTORS CONSIDERING THE PURCHASE OF OUR CLASS A SHARES ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE APPLICABILITY AND EFFECT OF STATE, LOCAL OR FOREIGN TAX LAWS AND TREATIES.

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An investment in our Class A shares by an employee benefit plan is subject to additional considerations because the investments of these plans are subject to the fiduciary responsibility and prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended, or ERISA, and restrictions imposed by Section 4975 of the Internal Revenue Code and provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Internal Revenue Code, which we refer to collectively as the Similar Laws. For these purposes, the term “employee benefit plan” includes, but is not limited to, qualified pension, profit-sharing and stock bonus plans, Keogh plans, simplified employee pension plans and tax deferred annuities or individual retirement accounts, or the IRAs, established or maintained by an employer or employee organization. Among other things, consideration should be given to:

In addition, the person with investment discretion with respect to the assets of an employee benefit plan, often called a fiduciary, should determine whether an investment in our Class A shares is authorized by the appropriate governing instrument and is a proper investment for the plan.

Section 406 of ERISA and Section 4975 of the Internal Revenue Code prohibit employee benefit plans, and IRAs that are not considered part of an employee benefit plan, from engaging in specified transactions involving “plan assets” with parties that are “parties in interest” under ERISA or “disqualified persons” under the Internal Revenue Code with respect to the plan. Therefore, a fiduciary of an employee benefit plan or an IRA accountholder that is considering an investment in our Class A shares should consider whether the entity’s purchase or ownership of such Class A shares would or could result in the occurrence of such a prohibited transaction.

In addition to considering whether the purchase of Class A shares is or could result in a prohibited transaction, a fiduciary of an employee benefit plan should consider whether the plan will, by investing in our Class A shares, be deemed to own an undivided interest in our assets, with the result that our general partner also would be a fiduciary of the plan and our operations would be subject to the regulatory restrictions of ERISA, including fiduciary standard and its prohibited transaction rules, as well as the prohibited transaction rules of the Internal Revenue Code.

ERISA and the Department of Labor regulations provide guidance with respect to whether the assets of an entity in which employee benefit plans acquire equity interests would be deemed “plan assets” under some circumstances. Under these rules, an entity’s assets would not be considered to be “plan assets” if, among other things:

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Plan fiduciaries contemplating a purchase of Class A shares should consult with their own counsel regarding the consequences under ERISA, the Internal Revenue Code and other Similar Laws in light of the serious penalties imposed on persons who engage in prohibited transactions or other violations.

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Citigroup Global Markets Inc. and Goldman, Sachs & Co. are acting as representatives of the underwriters named below, and Citigroup Global Markets Inc. and Goldman, Sachs & Co., are acting as joint book-running managers of the offering. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the number of Class A shares set forth opposite the underwriter’s name.

The underwriting agreement provides that the obligations of the underwriters to purchase the Class A shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the Class A shares (other than those covered by the underwriters’ option to purchase additional Class A shares described below) if they purchase any of the Class A shares.

Class A shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any Class A shares sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $ per share. If all the Class A shares are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The representatives have advised us that the underwriters do not intend to make sales to discretionary accounts.

If the underwriters sell more Class A shares than the total number set forth in the table above, we have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to additional Class A shares at the public offering price less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional Class A shares approximately proportionate to that underwriter’s initial purchase commitment. Any Class A shares issued or sold under the option will be issued and sold on the same terms and conditions as the other Class A shares that are the subject of this offering.

We, certain of our affiliates, the Exchange Right Holders, and the executive officers and directors of our general partner have agreed that, for a period of 180 days from the date of this prospectus, we and they will not, without the prior written consent of Citigroup Global Markets Inc. and Goldman, Sachs & Co., dispose of or hedge any Class A shares or any securities convertible into or exchangeable for our common stock. Citigroup Global Markets Inc. and Goldman, Sachs & Co., in their sole discretion may release any of the securities subject to these lock-up agreements at any time, which, in the case of officers and directors, shall be with notice. The foregoing lock-up arrangements do not apply to, among other things, private transfers of Tallgrass Equity units and our Class B shares, although any transferee of such Tallgrass Equity units and Class B shares will be subject to the foregoing lock-up arrangements.

At our request, the underwriters have reserved up to % of the Class A shares for sale at the initial public offering price to persons who are directors, officers or employees of our general partner and its affiliates and certain other persons with relationships with us and our affiliates through a directed share program. The number of Class A shares available for sale to the general public will be reduced by the number of directed Class A shares purchased by participants in the program. Except for certain officers and directors of our general partner who have entered into lock-up agreements as contemplated in the immediately preceding paragraph, each person buying Class A shares through the directed share program has agreed that, for a period of days from

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the date of this prospectus, he or she will not, without the prior written consent of Citigroup Global Markets Inc. and Goldman, Sachs & Co., dispose of or hedge any Class A shares purchased in the program. For certain officers and directors purchasing Class A shares through the directed share program, the lock-up agreements contemplated in the immediately preceding paragraph shall govern with respect to their purchases. Citigroup Global Markets Inc. and Goldman, Sachs & Co., in their sole discretion, may release any of the securities subject to these lock-up agreements at any time, which, in the case of officers and directors, shall be with notice. Any directed Class A shares not purchased will be offered by the underwriters to the general public on the same basis as all other Class A shares offered. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the sales of the directed Class A shares.

Prior to this offering, there has been no public market for our Class A shares. Consequently, the initial public offering price for the Class A shares was determined by negotiations among us and the representatives. Among the factors considered in determining the initial public offering price were our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the Class A shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our Class A shares will develop and continue after this offering.

We intend to apply to list our Class A shares on the New York Stock Exchange under the symbol “TEGP.”

The following table shows the underwriting discounts and commissions that we are to pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option.

We estimate that our portion of the total expenses of this offering will be $ (excluding underwriting discounts and commissions).

In connection with the offering, the underwriters may purchase and sell Class A shares in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the underwriters’ option to purchase additional Class A shares, and stabilizing purchases.

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Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the Class A shares. They may also cause the price of the Class A shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the New York Stock Exchange, in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to TEP and to persons and entities with relationships with TEP, for which they received or will receive customary fees and expenses.

Affiliates of each of the underwriters are lenders under TEP’s senior unsecured revolving credit facility and Tallgrass Equity’s senior unsecured revolving credit facility. None of the affiliates of such underwriters will receive any proceeds of this offering as a result of their lending relationships with TEP and/or Tallgrass Equity. Further, each of the underwriters have entered into an equity distribution agreement with TEP pursuant to which they have sold and may sell common units of TEP as part of TEP’s ATM offering program. In addition, certain of the underwriters also were underwriters in the TEP Equity Offering.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

The Class A shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the Class A shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if

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permitted to do so under the laws of Hong Kong) other than with respect to Class A shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

The Class A shares offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The Class A shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Class A shares may not be circulated or distributed, nor may the Class A shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the Class A shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the Class A shares pursuant to an offer made under Section 275 of the SFA except:

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The validity of the Class A shares will be passed upon for us by Baker Botts L.L.P., Austin, Texas. Certain legal matters in connection with the Class A shares offered hereby will be passed upon for the underwriters by Vinson & Elkins, L.L.P., Houston, Texas.

The financial statements of Tallgrass Energy Partners, LP as of December 31, 2014 and December 31, 2013 and for each of the two years in the period ended December 31, 2014 and the period from November 13, 2012 to December 31, 2012 included in this Prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Tallgrass Energy Partners Pre-Predecessor for the period from January 1, 2012 to November 12, 2012 included in this Prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The balance sheet of Tallgrass Energy GP, LP as of February 10, 2015 included in this Prospectus has been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

We have filed with the Securities and Exchange Commission a registration statement on Form S-l regarding the Class A shares offered by this prospectus. This prospectus does not contain all of the information found in the registration statement. For further information regarding us and the Class A shares offered by this prospectus, you may desire to review the full registration statement, including its exhibits and schedules, filed under the Securities Act. The registration statement of which this prospectus forms a part, including its exhibits and schedules, may be inspected and copied at the public reference room maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of the materials may also be obtained from the SEC at prescribed rates by writing to the public reference room maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.

The SEC maintains a web site on the Internet at http://www.sec.gov. Our registration statement, of which this prospectus constitutes a part, can be downloaded from the SEC’s web site and can also be inspected and copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered to you. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

Upon completion of this offering, we will file with or furnish to the SEC periodic reports and other information. These reports and other information may be inspected and copied at the public reference facilities

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maintained by the SEC or obtained from the SEC’s website as provided above. Our website is located at www.tallgrassenergy.com (with the portion applicable to our business to be activated at the completion of this offering), and we make our periodic reports and other information filed with or furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.

We intend to furnish or make available to our shareholders annual reports containing our audited financial statements and furnish or make available to our shareholders quarterly reports containing our unaudited interim financial information, including the information required by Form 10-Q, for the first three fiscal quarters of each fiscal year.

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The unaudited pro forma financial statements of Tallgrass Energy GP, LP (“TEGP”) as of and for the year ended December 31, 2014, are derived from the historical audited financial statements of Tallgrass Energy Partners, LP (“TEP”), the predecessor of TEGP, and are qualified in their entirety by reference to such historical financial statements and related notes contained therein. These pro forma financial statements have been prepared to reflect the formation, initial public offering (the Offering), the entry by Tallgrass Equity, LLC (“Tallgrass Equity”) into a new $ million revolving credit facility, and related transactions of TEGP.

In connection with the closing of this Offering and certain other reorganization transactions, TEGP will ultimately own a % interest in Tallgrass Equity, which will hold million limited partner common units of TEP and indirectly holds 834,391 general partner units and all of the incentive distribution rights of TEP. The pro forma adjustments have been prepared as if the transactions to be effected at the completion of this Offering had taken place on December 31, 2014, in the case of the pro forma balance sheet, and as of January 1, 2014, in the case of the pro forma income statement for the year ended December 31, 2014. The unaudited pro forma financial statements should be read in conjunction with the notes accompanying such unaudited pro forma financial statements and with the historical financial statements and related notes set forth elsewhere in this prospectus. The unaudited pro forma financial statements do not give effect to the issuance of any TEP common units or repayment of debt under TEP’s revolving credit facility, in each case in connection with the anticipated closing of the TEP Equity Offering.

The unaudited pro forma balance sheet and the unaudited pro forma statements of income were derived by adjusting the historical financial statements of TEP. The adjustments are based upon currently available information and certain estimates and assumptions. Actual effects of these transactions may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments are factually supportable and give appropriate effect to those assumptions and are properly applied in the unaudited pro forma financial data.

The unaudited pro forma financial statements give pro forma effect to the following adjustments, among others:

The pro forma financial data do not give effect to the estimated $2 million in incremental annual general and administrative expenses that we expect to incur as a result of being a publicly traded partnership, all of which will be borne by Tallgrass Equity.

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TEGP was formed on February 10, 2015, and accordingly does not have any historical financial information prior to that date. The historical financial information is derived from the audited historical financial statements of TEP, the predecessor of TEGP, that are included elsewhere in this prospectus. TEGP has no operations outside of the ownership interests in TEP. TEGP’s cash flows will consist solely of the distributions related to its indirect partnership interest in TEP. The pro forma adjustments have been prepared as if this offering and the transactions described in this prospectus had taken place on December 31, 2014, in the case of the pro forma balance sheet, and as of January 1, 2014, in the case of the pro forma statements of operations for the year ended December 31, 2014.

The adjustments are based on currently available information and certain estimates and assumptions and therefore the actual effects of these transactions will differ from the pro forma adjustments. A general description of these transactions and adjustments is provided as follows:

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In our opinion, the accompanying balance sheet presents fairly, in all material respects, the financial position of Tallgrass Energy GP, LP at February 10, 2015 in conformity with accounting principles generally accepted in the United States of America. The balance sheet is the responsibility of the Company’s management. Our responsibility is to express an opinion on the balance sheet based on our audit. We conducted our audit of this statement in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the balance sheet, assessing the accounting principles used and significant estimates made by management, and evaluating the overall balance sheet presentation. We believe that our audit of the balance sheet provides a reasonable basis for our opinion.

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Tallgrass Energy GP, LP (“TEGP”) is a Delaware limited partnership formed on February 10, 2015 to hold indirect interests in the general partner of Tallgrass Energy Partners, LP (“TEP”), including all of TEP’s incentive distribution rights, the approximate 1.7% general partner interest, and a portion of the limited partner common units of TEP. TEP is a publicly traded Delaware limited partnership that is engaged in the transportation, storage and processing of natural gas, the transportation of crude oil and the provision of water business services primarily to the oil and gas exploration and production industry.

The Partnership intends to offer Class A shares, representing limited partner interests entitled to receive distributions from TEGP, pursuant to a public offering and to concurrently issue Class B shares, also representing limited partner interests, to the Exchange Right Holders. Class B shares are not entitled to receive distributions but will be entitled to vote on the same basis as the Class A shares.

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In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, partners’ capital and cash flows present fairly, in all material respects, the financial position of Tallgrass Energy Partners, LP and its subsidiaries (the “Partnership”) at December 31, 2014 and 2013, and the results of their operations and their cash flows for the years ended December 31, 2014 and 2013, and for the period from November 13, 2012 to December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

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In our opinion, the accompanying statement of income, comprehensive income, partners’ capital and cash flows present fairly, in all material respects, Tallgrass Energy Partners Pre-Predecessor’s (“TEP Pre-Predecessor”) results of operations and their cash flows for the period from January 1, 2012 to November 12, 2012 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the TEP Pre-Predecessor management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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