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): May 17, 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 May 17, 2017, Tallgrass Energy Partners, LP ("TEP") issued a press release announcing that its subsidiary, Tallgrass Midstream, LLC, has entered into an agreement to acquire DCP Midstream’s Douglas natural gas gathering system in the Powder River Basin for approximately $128 million. 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.

The information in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release issued by Tallgrass Energy Partners, LP , dated May 17, 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 GP, LP
		By:	TEGP Management, LLC
			its general partner
Date:	May 17, 2017	By:	/s/ David G. Dehaemers, Jr.
			David G. Dehaemers, Jr.
			President and Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release issued by Tallgrass Energy Partners, LP, dated May 17, 2017. (Furnished solely for purposes of Item 7.01 of this Form 8-K).

EX-99.1

Exhibit 99.1

Tallgrass Energy Partners to Acquire Powder River Gathering System, Offering New Opportunities for Customers in the Region

LEAWOOD, Kan.-(BUSINESS WIRE)-Tallgrass Energy Partners, LP (NYSE:TEP) today announced that through its subsidiary Tallgrass Midstream, LLC (“TMID”) it has entered into an agreement to acquire DCP Midstream’s Douglas natural gas gathering system in the Powder River Basin for approximately $128 million. The Douglas gathering system encompasses approximately 1,500 miles of gathering lines across four counties in Wyoming and is the primary gathering system for TMID’s Douglas processing plant. The transaction is expected to close on or before the end of the second quarter.

“This is a strategic acquisition that complements our existing assets in the region,” said Tallgrass Chief Commercial Officer Matt Sheehy. “The Douglas gathering system was originally designed to deliver gas to TMID’s Douglas processing facility but was sold separately 15 years ago. We view this recombination as strategically important for our processing activities in the Powder River Basin.”

Tallgrass Energy Partners recently acquired a water disposal facility in the Powder River Basin, through its BNN Water Solutions subsidiary. “These two acquisitions are important components in our total basin strategy in the Powder,” Sheehy added. “The gathering system, when combined with our Casper and Douglas processing facilities, the residue lines feeding Tallgrass Interstate Gas Transmission, access to our water business services and assets and overall proximity to Pony Express, allows Tallgrass to offer a cost-effective one-stop-midstream-shop for producers in the Powder River Basin.”

The transaction has been approved by appropriate governing bodies of both companies, but remains subject to satisfaction of specified closing conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Ron Happach Hired as General Manager of Tallgrass Midstream

TEP also announced that Ron Happach has joined the company as General Manager of Tallgrass Midstream to bring a renewed emphasis on its gathering and processing activities. “Ron is an established industry leader and will bring a focused approach to our business strategy in the Powder River Basin,” said Tallgrass Chief Operating Officer Bill Moler. “Ron and I have worked together for many years throughout our careers, and I have a high degree of confidence in his ability to meaningfully grow our TMID business line.”

Before joining Tallgrass, Happach was the Chief Operating Officer of Millennium Pipeline. He has a distinguished career in the oil and gas industry, having served in a variety of roles including operations and business development for Inergy, LP and Kinder Morgan, Inc.

About Tallgrass Energy Partners, LP

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 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 the satisfaction of the conditions to closing the proposed transaction with DCP Midstream in the anticipated timeframe or at all, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and whether TEP will be able to be a “one-stop-midstream-shop” to fulfill all midstream needs on a cost-effective basis for producers in the Powder River Basin. 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 Partners, LP

Investor Relations

Nate Lien, 913-928-6012

investor.relations@tallgrassenergylp.com

or

Media and Trade Inquiries

Phyllis Hammond, 303-763-3568

media.relations@tallgrassenergylp.com