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): July 5, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01. Regulation FD Disclosure.

The Board of Directors of Tallgrass MLP GP, LLC (the “Board”), the general partner of Tallgrass Energy Partners, LP (the “Partnership”), declared a cash distribution for the quarter ended June 30, 2017 of $0.925 per common unit, or $3.70 on an annualized basis. The distribution will be paid on August 14, 2017, to unitholders of record on July 28, 2017. A copy of the press release dated July 5, 2017 announcing the cash distribution is furnished with this Current Report on Form 8-K.

In accordance with General Instruction B.2 to Form 8-K, the information provided under this Item 7.01 and the information attached to this Form 8-K as Exhibit 99.1 shall be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

EXHIBIT NUMBER	DESCRIPTION
99.1	Joint press release issued by Tallgrass Energy Partners, LP and Tallgrass Energy GP, LP, dated July 5, 2017. (Furnished solely for purposes of Item 7.01 of this Form 8-K).

SIGNATURES

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

		TALLGRASS ENERGY PARTNERS, LP
		By:	Tallgrass MLP GP, LLC
			its general partner
Date:	July 5, 2017	By:	/s/ David G. Dehaemers, Jr.
			David G. Dehaemers, Jr.
			President and Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Joint press release issued by Tallgrass Energy Partners, LP and Tallgrass Energy GP, LP, dated July 5, 2017. (Furnished solely for purposes of Item 7.01 of this Form 8-K).

EX-99.1

Exhibit 99.1

Tallgrass Energy Increases Quarterly Distributions and

Announces Date for Second Quarter 2017 Financial Results

LEAWOOD, Kan.--(BUSINESS WIRE)--Tallgrass Energy Partners, LP (NYSE: TEP) and Tallgrass Energy GP, LP (NYSE: TEGP) (“Tallgrass”) today announced their quarterly distributions for the second quarter of 2017. The distributions will be paid on Monday, August 14, 2017, to unitholders and shareholders of record as of the close of business on Friday, July 28, 2017.

TEP

The board of directors of TEP’s general partner declared a quarterly cash distribution of $0.925 per common unit for the second quarter of 2017, or $3.70 on an annualized basis. This represents a sequential increase of 10.8 percent from the first quarter 2017 distribution of $0.835 per common unit and an increase of 22.5 percent from the second quarter 2016 distribution of $0.755 per common unit. It is TEP’s 16^th consecutive increase since its May 2013 IPO.

The increase is consistent with management’s previously announced plan to recommend to the board of directors of its general partner increases in its second and third quarter 2017 distributions that will aggregate to at least $0.10 per unit (or $0.40 per unit on an annualized basis) over the first quarter 2017 distribution of $0.835. TEP acquired an approximate 25 percent membership interest in Rockies Express Pipeline LLC in March 2017.

TEGP

The board of directors of TEGP’s general partner declared a quarterly cash distribution of $0.3425 per Class A share for the second quarter of 2017, or $1.37 on an annualized basis. This represents a 19.1 percent sequential increase from the first quarter 2017 distribution of $0.2875 per Class A share and an increase of 39.8 percent from the second quarter 2016 distribution of $0.245 per Class A share. It is TEGP’s eighth consecutive increase since its May 2015 IPO.

Second Quarter 2017 Financial Results and Conference Call

Tallgrass plans to report second quarter 2017 financial results on Wednesday, August 2, 2017, after market close and hold a conference call at 3:30 p.m. Central Time that same day.

Tallgrass invites unitholders, shareholders and other interested parties to listen to the call through a link posted on the Investor Relations section of Tallgrass’s website at www.tallgrassenergy.com.

Tax Considerations

This release is intended to be a qualified notice to nominees and brokers under Treasury Regulation Sections 1.1446-4(b)(4) and (d).  All of TEP’s distributions to foreign investors are attributable to income that is effectively connected with a United States trade or business. Accordingly, TEP’s distributions to foreign investors are subject to federal income tax withholding at the highest effective tax rate.

About Tallgrass Energy

Tallgrass Energy is a family of companies that includes publicly traded partnerships Tallgrass Energy Partners, LP (NYSE: TEP) and Tallgrass Energy GP, LP (NYSE: TEGP), and privately held Tallgrass Development, LP. Operating across 10 states, Tallgrass is a growth-oriented midstream energy operator with transportation, storage, terminal and processing assets that serve some of the nation’s most prolific crude oil and natural gas basins.

To learn more, please visit our website at www.tallgrassenergy.com.

Cautionary Note Concerning Forward-Looking Statements

Disclosures in this press release contain “forward-looking statements.” All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management plans, expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the

generality of the foregoing, forward-looking statements contained in this press release specifically include whether there will be and, if so, the amount of TEP's quarterly distribution for the third quarter of 2017. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of TEP, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements, and other important factors that could cause actual results to differ materially from those projected, including those set forth in reports filed by TEP with the Securities and Exchange Commission. Any forward-looking statement applies only as of the date on which such statement is made and TEP does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Contacts

Tallgrass Energy

Investor and Financial Inquiries

Nate Lien, 913-928-6012

investor.relations@tallgrassenergylp.com

or

Media and Trade Inquiries

Phyllis Hammond, 303-763-3568

media.relations@tallgrassenergylp.com