0001193125-15-168489.txt : 20150610 0001193125-15-168489.hdr.sgml : 20150610 20150504134434 ACCESSION NUMBER: 0001193125-15-168489 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tallgrass Energy GP, LP CENTRAL INDEX KEY: 0001633651 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 4200 W. 115TH STREET, SUITE 350 CITY: LEAWOOD STATE: KS ZIP: 66211 BUSINESS PHONE: 913-928-6060 MAIL ADDRESS: STREET 1: 4200 W. 115TH STREET, SUITE 350 CITY: LEAWOOD STATE: KS ZIP: 66211 CORRESP 1 filename1.htm Correspondence

May 4, 2015

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-4628

 

  Re: Tallgrass Energy GP, LP (the “Company”)
    Registration Statement on Form S-1 (File No. 333-202258)

Ladies and Gentlemen:

As representatives of the several underwriters of the Company’s proposed public offering of up to 40,607,650 Class A shares representing limited partner interests in the Company, we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 2:00 p.m. (NYT) on May 6, 2015, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated April 27, 2015, through the date hereof:

Preliminary Prospectus dated April 27, 2015:

2,907 copies to prospective underwriters, institutional investors, dealers and others

The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
GOLDMAN, SACHS & CO.
As Representatives of the several Underwriters
By: CITIGROUP GLOBAL MARKETS INC.
By:

/s/ Tim Kisling

Name: Tim Kisling
Title: Managing Director
By: GOLDMAN, SACHS & CO.
By:

/s/ Matt Leavitt

Name: Matt Leavitt
Title: Managing Director

Signature Page to Acceleration Request