Document
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): April 9, 2019
Tallgrass Energy, LP
(Exact name of registrant as specified in its charter)
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Delaware | | 001-37365 | | 47-3159268 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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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. ¨
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Item 4.01. | Changes in Registrant's Certifying Accountant. |
(b) Engagement of New Independent Registered Public Accounting Firm.
On April 9, 2019, the Audit Committee of the Board of Directors of Tallgrass Energy GP, LLC (“TGE GP”), the general partner of Tallgrass Energy, LP (“TGE”), engaged Deloitte & Touche LLP (“Deloitte”) as TGE’s new independent registered public accounting firm, effective immediately.
During TGE’s fiscal years ended December 31, 2018 and 2017 and during the subsequent interim period from January 1, 2019 through April 9, 2019, neither TGE nor anyone on its behalf has consulted with Deloitte on any matter that (i) involved the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on TGE’s financial statements, in each case where a written report was provided or oral advice was provided that Deloitte concluded was an important factor considered by TGE in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) was either the subject of a “disagreement”, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a “reportable event”, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
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Item 7.01. | Regulation FD Disclosure. |
The Board of Directors of TGE GP, the general partner of TGE, declared a cash dividend for the quarter ended March 31, 2019 of $0.5300 per Class A share, or $2.12 on an annualized basis. The dividend will be paid on May 15, 2019, to Class A shareholders of record on April 30, 2019. A copy of the press release dated April 11, 2019 announcing the cash dividend 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, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference in such filing.
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Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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EXHIBIT NUMBER | | DESCRIPTION |
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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.
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| | TALLGRASS ENERGY, LP |
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| | By: | Tallgrass Energy GP, LLC |
| | | its general partner | |
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Date: | April 11, 2019 | By: | /s/ David G. Dehaemers, Jr. | |
| | | David G. Dehaemers, Jr. |
| | | Chief Executive Officer |