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