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): December 7, 2017
Tallgrass Energy GP, LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-37365 | 47-3159268 | ||
| (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. |
On December 7, 2017, Tallgrass Energy Partners, LP (“TEP”) issued a press release announcing the pricing of an offering of an additional $250 million in aggregate principal amount of its senior unsecured notes due 2028 (the “Notes Offering”). A copy of the press release is furnished with this Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
Tallgrass Energy GP, LP (“TEGP”), a Delaware limited partnership, is the managing member of and therefore controls Tallgrass Equity, LLC (“Tallgrass Equity”). Tallgrass Equity, in turn, controls TEP through the direct ownership of 100% of Tallgrass MLP GP, LLC (“TEP GP”), TEP’s general partner. As a result, under generally accepted accounting principles, TEGP consolidates Tallgrass Equity, TEP GP, TEP, and TEP’s subsidiaries. TEGP has no operations outside of its indirect ownership interests in TEP.
| Item 8.01. | Other Events. |
The information relating to the Notes Offering contained in Item 7.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| EXHIBIT |
DESCRIPTION | |
| 99.1 | Press Release issued by Tallgrass Energy Partners, LP, dated December 7, 2017. | |
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 GP, LP | ||||||
| By: |
TEGP Managements, LLC, its general partner | |||||
| Date: December 7, 2017 | By: | /s/ David G. Dehaemers, Jr. | ||||
| David G. Dehaemers, Jr. | ||||||
| President and Chief Executive Officer | ||||||
Exhibit 99.1
Tallgrass Energy Partners Prices Offering of $250 Million of Additional Senior Notes Due 2028
LEAWOOD, Kan.—(BUSINESS WIRE)—Tallgrass Energy Partners, LP (NYSE: TEP) (“TEP”) announced today that it, along with Tallgrass Energy Finance Corp., a subsidiary of TEP, priced a private offering of $250 million aggregate principal amount of their 5.50% Senior Notes due 2028 (the “Additional Notes”). The Additional Notes will be issued at 101.5% of par, plus accrued interest from September 15, 2017. The offering is expected to close on December 11, 2017, subject to customary closing conditions.
The Additional Notes are an additional issue of TEP’s existing 5.50% Senior Notes due 2028 that TEP issued in an aggregate principal amount of $500 million in a private placement on September 15, 2017 (the “Existing Notes”). The Additional Notes will be issued under the same indenture as the Existing Notes, will be treated as a single class of debt securities with the Existing Notes and will have identical terms, other than the issue date and offering price. The Additional Notes issued pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), initially will be fungible for trading purposes with the existing notes and will trade under the same CUSIP numbers, while the Additional Notes issued pursuant to Regulation S under the Securities Act will not initially trade under the same CUSIP numbers as the Existing Notes. TEP intends to use the net proceeds of the offering to repay outstanding borrowings under its existing senior secured revolving credit facility.
The Additional Notes have not been registered under the Securities Act or any state securities laws. Unless so registered, the Additional Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. TEP plans to offer and sell the Additional Notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.
This press release is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the Additional Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Additional Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
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, water, gathering and processing assets that serve some of the nation’s most prolific crude oil and natural gas basins.
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
phyllis.hammond@tallgrassenergylp.com