Item 1.01.
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Entry into a Material Definitive Agreement.
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Effective June 30, 2018 at 11:59 p.m.
Central Daylight Time (the Effective Time), Tallgrass Energy Partners, LP, a Delaware limited partnership (TEP), completed its merger (the Merger) with Razor Merger Sub, LLC, a Delaware limited liability company
(Merger Sub), with TEP surviving the Merger as a wholly owned subsidiary of Tallgrass Equity, LLC, a Delaware limited liability company (Tallgrass Equity) and its subsidiaries, pursuant to an Agreement and Plan of Merger,
dated as of March 26, 2018 (the Merger Agreement), by and among Tallgrass Energy, LP, a Delaware limited partnership (formerly known as Tallgrass Energy GP, LP, TGE), Tallgrass Equity, TEP, Merger Sub, and Tallgrass MLP
GP, LLC, a Delaware limited liability company (TEP GP). Tallgrass Equity is a subsidiary of TGE.
TEP completed the Merger
following the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by the holders of a majority of the issued and outstanding common units representing limited partner interests in TEP (TEP Common
Units) at a special meeting of the holders of TEP Common Units (TEP Unitholders) held on June 26, 2018.
At the
Effective Time, each TEP Common Unit, except for any TEP Common Unit held by Tallgrass Equity, Tallgrass Equity Investments, LLC, a wholly owned subsidiary of Tallgrass Equity (Tallgrass Equity Investments), or TEP, was converted into
the right to receive 2.0 Class A shares representing limited partner interests in TGE (TGE Class A Shares). The TGE Class A Shares to which TEP Unitholders (other than Tallgrass Equity, Tallgrass Equity Investments and
TEP) are entitled pursuant to the Merger Agreement are referred to in this Current Report on Form
8-K
as the Merger Consideration. At the Effective Time, 95,386,194 TGE Class A Shares were
issued as Merger Consideration. Following the Merger, 154,878,296 TGE Class A Shares are outstanding, which represents a 55.28% limited partner interest in TGE, and 125,305,459 Class B shares of TGE are outstanding, which represents a
44.72% limited partner interest in TGE.
Amendment to TEP Partnership Agreement
Pursuant to the Merger Agreement, the Amended and Restated Agreement of Limited Partnership of TEP, dated May 17, 2013 (the TEP
Partnership Agreement) was amended at the Effective Time, to the extent necessary, to provide that the 834,391 general partner units representing a 1.13% general partner interest in TEP (the TEP General Partner Interest) issued and
outstanding immediately prior to the Effective Time and held by TEP GP were automatically converted into a general partnership interest that will not participate in distributions in the surviving entity and, as a result, from and after the Effective
Time, (i) TEP GP continued and shall continue as the general partner of the surviving entity without interruption, (ii) TEP GP was no longer and shall not be entitled to any distributions, allocation or other economic rights associated
with the TEP General Partner Interest, (iii) TEP GP continued and shall continue to be entitled to any management rights associated with the TEP General Partner Interest and (iv) TEP continued without dissolution.
The description of the amendments to the TEP Partnership Agreement in this Item 1.01 is qualified in its entirety by reference to the full
text of the Merger Agreement, filed as Exhibit 2.1 to TGEs Current Report on Form
8-K
filed March 27, 2018.