8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 30, 2015 (March 26, 2015)

Tallgrass Energy Partners, LP

(Exact name of registrant as specified in its charter)

Delaware	001-35917	46-1972941
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

4200 W. 115th Street, Suite 350 Leawood, Kansas	66211
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (913) 928-6060

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

Exercise of Underwriters’ Option to Purchase Additional Common Units

Pursuant to the terms of the Underwriting Agreement (“Underwriting Agreement”) by and between the Partnership, on the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., on the other hand, as representatives of the several underwriters named in Schedule I thereto (“Underwriters”), the Underwriters provided notice on March 26, 2015 that they exercised their right to purchase an additional 1,200,000 common units representing limited partner interests in the Partnership (the “Common Units”) at a price to the public of $50.82 per Common Unit. The purchase of the additional Common Units closed on March 30, 2015.

A legal opinion relating to the Common Units is included as Exhibits 5.1 to this Current Report.

Required NYSE Governance Disclosures

As required by applicable provisions of the Listing Company Manual of the New York Stock Exchange (“NYSE”), Tallgrass Energy Partners, LP (“TEP”) hereby confirms the following items:

1. The procedure by which a director is chosen to preside at the regularly scheduled executive sessions of the non-management/independent directors is set forth in TEP’s Corporate Governance Guidelines, a copy of which can be reviewed here: http://tallgrassenergy.com/Investor%20Relations/Common_Files/Tallgrass%20Energy%20Partners%20Governance%20Guidelines%20(May%202013).pdf.

2. The method for interested parties to communicate directly with the presiding director or non-management/independent directors as a group is set forth in TEP’s Corporate Governance Guidelines, a copy of which can be reviewed here: http://tallgrassenergy.com/Investor%20Relations/Common_Files/Tallgrass%20Energy%20Partners%20Governance%20Guidelines%20(May%202013).pdf.

3. TEP’s audit committee charter is available on TEP’s website and can be reviewed here: http://tallgrassenergy.com/Investor%20Relations/Common_Files/TEP%20-%20Audit%20Committee%20Charter%20(July%202014%20Update).pdf.

Pursuant to the requirements in the NYSE’s Listed Company Manual, the foregoing disclosures will prospectively be included in TEP’s filings with the Securities and Exchange Commission on Form 10-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER	DESCRIPTION
5.1	Opinion of Baker Botts L.L.P. as to the legality of the securities being registered.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TALLGRASS ENERGY PARTNERS, LP
	By:	Tallgrass MLP GP, LLC, its general partner
	By:	/s/ David G. Dehaemers, Jr.
		David G. Dehaemers, Jr.
		President and Chief Executive Officer
Date: March 30, 2015

INDEX TO EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
5.1	Opinion of Baker Botts L.L.P. as to the legality of the securities being registered.

EX-5.1

Exhibit 5.1

	98 SAN JACINTO	AUSTIN	HOUSTON
	BLVD.	BEIJING	LONDON
	SUITE 1500	BRUSSELS	MOSCOW
	AUSTIN, TEXAS	DALLAS	NEW YORK
	78701-4078	DUBAI	PALO ALTO
		HONG KONG	RIO DE
	TEL +1		JANEIRO
	512.322.2500		RIYADH
	FAX +1 512.322.2501		WASHINGTON
	BakerBotts.com

March 30, 2015

Tallgrass Energy Partners, LP

4200 W. 115th Street, Suite 350

Leawood, Kansas 66211

Ladies and Gentlemen:

We have acted as counsel to Tallgrass Energy Partners, LP, a Delaware limited partnership (the “Partnership”), in connection with the proposed offering and sale by the Partnership of an additional 1,200,000 common units representing limited partner interests in the Partnership (the “Common Units”) pursuant to that certain Underwriting Agreement dated February 24, 2015 (the “Underwriting Agreement”) by and among the Partnership, on the one hand, and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche Bank Securities Inc., as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), on the other.

In connection with this opinion, we have examined and relied upon the accuracy of original, certified copies or photocopies of such records, agreements, certificates and other documents as we have deemed necessary or appropriate to enable us to render the opinions set out below, including (i) the registration statement on Form S-3 (Registration No. 333-196454) (the “Registration Statement”) filed by the Partnership with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”); (ii) the prospectus included in the Registration Statement dated June 12, 2014 (the “Base Prospectus”); (iii) the prospectus supplement to the Base Prospectus dated February 24, 2015 (together with the Base Prospectus, the “Prospectus”); (iv) the Underwriting Agreement; (v) the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and (vi) the Partnership’s records and documents, certificates of representatives of the Partnership and public officials, and other instruments and documents as we deemed necessary or advisable for the purposes of this opinion.

In making our examination, we have assumed that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic and complete, that all documents submitted to us as certified or photostatic copies conform with the original copies of such documents and that all information submitted to us was accurate and complete. In addition, we have relied, without independent investigation, upon the factual accuracy of the representations and warranties contained in the certificates we examined. We have also assumed that all Common Units will be issued and sold in the manner set forth in the Prospectus and the Underwriting Agreement and that any certificates for the Common Units will be duly countersigned, registered and electronically transmitted by the transfer agent and registrar for the Partnership.

	- 2 -	March 30, 2015

Based upon the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the Common Units have been duly authorized and, when issued and delivered by the Partnership against payment therefor in accordance with the Underwriting Agreement and as described in the Registration Statement, will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited in all respects to the Delaware LP Act, as published in effect on the date hereof, and applicable reported judicial decisions, rules and regulations interpreting and implementing those laws. We express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Partnership’s Current Report on Form 8-K dated on or about the date hereof, to the incorporation by reference of this opinion into the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

The opinion expressed herein is given as of the date hereof and we undertake no obligations to supplement this opinion if any applicable law changes after such date or if we become aware of any facts that might change the opinion expressed herein after such date or for any other reason.

Very truly yours,

/s/ Baker Botts L.L.P.