As filed with the Securities and Exchange Commission on July 17, 2015

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

Under

the Securities Act of 1933

 

 

Tallgrass Energy GP, LP

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware  

4200 W. 115th Street, Suite 350

Leawood, Kansas 66211

(Address of Principal Executive Offices) (Zip Code)

  47-3159268

(State or Other Jurisdiction of

Incorporation or Organization)

   

(I.R.S. Employer

Identification No.)

TEGP MANAGEMENT, LLC LONG-TERM INCENTIVE PLAN

(Full title of plan)

George E. Rider

4200 W. 115th Street, Suite 350

Leawood, Kansas 66211

(913) 928-6060

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Mollie H. Duckworth

Baker Botts L.L.P.

98 San Jacinto Blvd.; Suite 1500

Austin, Texas 78701

(512) 322-2500

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x   (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

to be Registered

 

Amount

to be

Registered(1)

 

Proposed

Maximum

Offering Price
per Share

 

Proposed

Maximum

Aggregate

Offering Price

 

Amount of

Registration Fee

Class A Shares, representing limited partner interests

  3,144,589   $31.53 (2)   $99,148,891.17 (2)   $11,521.10

 

 

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered such additional Class A shares as may become issuable pursuant to the adjustment provisions of the TEGP Management, LLC Long-Term Incentive Plan.
(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act. The price for the 3,144,589 Class A shares being registered hereby is based on a price of $31.53, which is the average high and low trading prices per Class A share of Tallgrass Energy GP, LP as reported by the NYSE on July 13, 2015.

 

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

TEGP Management, LLC (the “General Partner”) will provide all participants in the TEGP Management, LLC Long-Term Incentive Plan (the “Plan”) with the document(s) containing the information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the note to Part I of Form S-8 and Rule 428 of the Securities Act, Tallgrass Energy GP, LP (the “Registrant”) has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this registration statement on Form S-8 (this “Registration Statement”) pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

The General Partner will provide, without charge, upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this registration statement, excluding any exhibits to those documents unless the exhibit is specifically incorporated by reference as an exhibit into this registration statement. You should direct requests for documents to: TEGP Management, LLC, 4200 W. 115th Street, Suite 350, Leawood, Kansas 66211, Attention: Corporate Secretary, Telephone: (913) 928-6060.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Commission by the Registrant are hereby incorporated in this Registration Statement by reference:

(a) The Registrant’s prospectus filed pursuant to Rule 424(b) on May 7, 2015;

(b) The Registrant’s current report on Form 8-K filed on May 12, 2015;

(c) The Registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2015; and

(d) The description of the Registrant’s Class A shares representing limited partner interests contained in the Registrant’s registration statement on Form 8-A (File No. 001-37365) filed with the Commission on April 29, 2015 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating, changing or modifying such description.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed with the Commission by the Registrant pursuant to sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained herein or incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4. Description of Securities.

Not applicable.

 

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Item 5. Interests of Named Experts and Counsel.

Not applicable.

 

Item 6. Indemnification of Directors and Officers.

Tallgrass Energy GP, LP

Subject to any terms, conditions, or restrictions set forth in the Registrant’s partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against all claims and demands whatsoever. Under the Registrant’s partnership agreement, in most circumstances, the Registrant will indemnify the following persons, to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities (joint or several), expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any such person may be involved, or is threatened to be involved, as a party or otherwise:

 

  •   the General Partner;

 

  •   any departing general partner;

 

  •   any person who is or was an affiliate of the General Partner or any departing general partner;

 

  •   any person who is or was a manager, managing member, general partner, director, officer, fiduciary or trustee of (i) any Group Member (as defined in the Registrant’s partnership agreement), the General Partner or any departing general partner or (ii) any affiliate of any Group Member, the General Partner or any departing general partner;

 

  •   any person who is or was serving at the request of the General Partner or any departing general partner, or any affiliate of the General Partner or any departing general partner, as a manager, managing member, general partner, director, officer, fiduciary or trustee of another person owing a fiduciary duty to any Group Member; provided that a person shall not be an indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services; or

 

  •   any person designated by the General Partner.

Any indemnification described above will be made only out of the Registrant’s assets. Unless it otherwise agrees, the General Partner will not be personally liable for, or have any obligation to contribute or loan funds or assets to the Registrant to enable it to effectuate indemnification. The Registrant may purchase and maintain (or reimburse the General Partner or its affiliates for the cost of) insurance, on behalf of the General Partner, its affiliates and such other persons as the General Partner shall determine, against any liability that may be asserted against, or expense that may be incurred by, such person in connection with the Registrant’s activities or such person’s activities on behalf of the Registrant, regardless of whether the Registrant would have the power to indemnify such person against such liability under the provisions of the Registrant’s partnership agreement.

TEGP Management, LLC

Subject to any terms, conditions or restrictions set forth in the General Partner’s limited liability company agreement, Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. Under the limited liability agreement of the General Partner, in most circumstances, the General Partner will indemnify the following persons, to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any such person may be involved, or is threatened to be involved, as a party or otherwise:

 

  •   Holdings;

 

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  •   any person who is or was an affiliate of the General Partner (other than Registrant and certain of the Registrant’s subsidiaries);

 

  •   any person who is or was a manager, member, partner, officer, director, employee, fiduciary or trustee of the General Partner or any affiliate of the General Partner (other than Registrant and certain of Registrant’s subsidiaries);

 

  •   any person who is or was serving at the request of the General Partner or any affiliate of the General Partner as an officer, director, member, manager, partner, fiduciary or trustee of another person; provided, however that a person shall not be an indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services; and

 

  •   any person designated by the Board of Directors of the General Partner.

The General Partner may purchase and maintain, or reimburse its affiliates for the cost of, insurance on behalf of the indemnitees, the General Partner and its affiliates and such other persons as the General Partner shall determine, against any liability that may be asserted against or expense that may be incurred by such person in connection with the General Partner’s activities or such person’s activities on behalf of the General Partner, regardless of whether the General Partner would have the power to indemnify such person against such liability under the provisions of the General Partner’s limited liability company agreement.

 

Item 7. Exemption from Registration Claimed.

Not applicable.

 

Item 8. Exhibits.

 

Exhibit
No.

  

Description

  4.1*    Certificate of Limited Partnership of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-1 (File No. 333-202258), filed on February 24, 2015).
  4.2*    First Amended and Restated Limited Partnership Agreement of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on May 12, 2015).
  4.3*    TEGP Management, LLC Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to Registrant’s Form 8-K, filed on May 12, 2015).
  4.4*    Specimen certificate representing Class A Shares (incorporated by reference to Exhibit 4.1 to Registrant’s Amendment No. 2 to Form S-1, filed on April 20, 2015).
  4.5    Form of Employee Equity Participation Share Agreement
  5.1    Opinion of Baker Botts L.L.P. as to the legality of the securities being registered.
23.1    Consent of PricewaterhouseCoopers LLP.
23.2    Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
24.1    Power of Attorney (included on the signature page hereof).

 

* Incorporated herein by reference as indicated.

 

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Item 9. Undertakings.

 

  (a) The undersigned registrant hereby undertakes:

 

  (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

 

  (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

  (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of

 

4

  the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Leawood, State of Kansas, on July 17, 2015.

 

TALLGRASS ENERGY GP, LP
By: TEGP Management, LLC, its general partner
By:    

/s/ David G. Dehaemers, Jr.

  David G. Dehaemers, Jr.
  President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David G. Dehaemers, Jr., George E. Rider and Gary J. Brauchle, and each of them, severally, acting alone and without the other, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated below.

 

Name    Title   Date

/s/ David G. Dehaemers, Jr.

David G. Dehaemers, Jr.

  

Director, President and Chief Executive Officer

(Principal Executive Officer)

  July 17, 2015

/s/ Gary J. Brauchle

Gary J. Brauchle

   Executive Vice President and Chief Financial Officer (Principal Financial Officer)   July 17, 2015

/s/ Gary D. Watkins

Gary D. Watkins

  

Vice President and Chief

Accounting Officer

(Principal Accounting Officer)

  July 17, 2015

/s/ Frank J. Loverro

Frank J. Loverro

   Director   July 17, 2015

/s/ Stanley de J. Osborne

Stanley de J. Osborne

   Director   July 17, 2015

/s/ Jeffrey A. Ball

Jeffrey A. Ball

   Director   July 17, 2015

/s/ John T. Raymond

John T. Raymond

   Director   July 17, 2015

/s/ William R. Moler

William R. Moler

   Director   July 17, 2015

Exhibit Index

 

Exhibit
No.

  

Description

  4.1*    Certificate of Limited Partnership of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-1 (File No. 333-202258), filed on February 24, 2015).
  4.2*    First Amended and Restated Limited Partnership Agreement of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on May 12, 2015).
  4.3*    TEGP Management, LLC Long-Term Incentive Plan (incorporated by reference to Exhibit 10.5 to Registrant’s Form 8-K, filed on May 12, 2015).
  4.4*    Specimen certificate representing Class A Shares (incorporated by reference to Exhibit 4.1 to Registrant’s Amendment No. 2 to Form S-1, filed on April 20, 2015).
  4.5    Form of Employee Equity Participation Share Agreement
  5.1    Opinion of Baker Botts L.L.P. as to the legality of the securities being registered.
23.1    Consent of PricewaterhouseCoopers LLP.
23.2    Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
24.1    Power of Attorney (included on the signature page hereof).

 

* Incorporated herein by reference as indicated.

Exhibit 4.5

TEGP MANAGEMENT, LLC

LONG-TERM INCENTIVE PLAN

EMPLOYEE EQUITY PARTICIPATION SHARE AGREEMENT

This Equity Participation Share Agreement (“ Agreement ”) between TEGP Management, LLC (the “ Company ”) and [NAME] (the “ Participant ”), regarding an award (this “ Award ”) of [AMOUNT] Equity Participation Shares (as defined in the TEGP Management, LLC Long-Term Incentive Plan (the “ Plan ”)) granted to the Participant on [DATE] (the “ Grant Date ”), such number of Equity Participation Shares subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:

1. Relationship to Plan . This Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Board or the Committee thereunder and are in effect on the date hereof. Except as otherwise provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan.

2. Vesting Schedule; Settlement .

(a) As used herein the term “Distribution Achievement Date” means the first date on which the Partnership has paid a regular quarterly distribution of at least $0.35 on each outstanding Share for any full quarter ending on or after the Grant Date.

(b) Except as otherwise provided herein or the Plan, all of the Equity Participation Shares subject to this Award shall vest on the later to occur of the Distribution Achievement Date or May 12, 2019; provided, however, that the Participant remains in continuous employment with the Company or its Affiliates through the vesting date and such Equity Participation Shares have not previously been forfeited as provided in Section 3 (with such period commencing on the Grant Date and ending on the vesting date, the “ Restricted Period ”). Notwithstanding anything herein to the contrary, if the Distribution Achievement Date has not occurred by May 12, 2020 this Award will expire and terminate and no vesting of the Equity Participation Shares will thereafter occur.

(c) Upon the occurrence of a Change of Control while the Participant remains in continuous employment with the Company or its Affiliates, all unvested Equity Participation Shares shall vest as of the date of the Change of Control.

(d) Within 60 days following the vesting date with respect to an Equity Participation Share, the Participant shall receive a Share. Shares will be evidenced, at the sole option and in the sole discretion of the Committee, either (i) in book-entry form in the Participant’s name in the Share register of the Partnership maintained by the Partnership’s transfer agent or (ii) a Share certificate issued in the Participant’s name. Upon delivery of a Share in respect of an Equity Participation Share, such Equity Participation Share shall cease to be outstanding in the Participant’s notional account described in Section 4.

3. Forfeiture of Award . Upon termination of the Participant’s employment with the Company or any of its Affiliates for any reason during the Restricted Period, all Equity Participation Shares that have not vested in accordance with Section 2 as of such termination date shall be immediately forfeited by the Participant on such termination date.

4. Bookkeeping Account . During the Restricted Period, the Award of Equity Participation Shares hereunder shall be evidenced by entry in a bookkeeping account maintained by the Partnership or its transfer agent.

5. Rights as Shareholder; Delivery of Shares . Until delivery of Shares as described in Section 2(d), the Participant shall have no rights as a Shareholder as a result of the grant of Equity Participation Shares hereunder, including the right to vote the Equity Participation Shares. The Participant shall not be entitled to receive any distributions with respect to the Equity Participation Shares unless the Participant receives a separate grant of Distribution Equivalent Rights. The Company shall not be obligated to deliver any Shares if counsel to the Company determines that such sale or delivery would violate any applicable law or any rule or regulation of any governmental authority or any rule or regulation of, or agreement of the Partnership with, any securities exchange or association upon which the Shares are listed or quoted. The Company shall in no event be obligated to take any affirmative action in order to cause the issuance or delivery of Shares to comply with any such law, rule, regulation or agreement.

6. Assignment of Award . The Participant’s rights under this Agreement and the Plan are personal; no assignment or transfer of the Participant’s rights under and interest in this Award may be made by the Participant.

7. Withholding . No Shares shall be delivered hereunder to or in respect of a Participant unless the amount of all federal, state and other governmental withholding tax requirements imposed upon the Company or an Affiliate with respect to the issuance of such Shares has been remitted to the Company or an Affiliate or unless provisions to pay such withholding requirements have been made to the satisfaction of the Committee. The Committee may make such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with this Award. The Participant may pay all or any portion of the taxes required to be withheld by the Company or an Affiliate or paid by the Participant in connection with the vesting of all or any portion of this Award by delivering cash, or, with the Committee’s approval, by electing to have the Company or an Affiliate withhold Shares, or by delivering previously owned Shares, having a Fair Market Value equal to the amount required to be withheld or paid. The Participant may only request the withholding of Shares having a Fair Market Value equal to the statutory minimum withholding amount. The Participant must make the foregoing election on or before the date that the amount of tax to be withheld is determined.

8. No Employment Guaranteed . No provision of this Agreement shall confer any right upon the Participant to continued employment with the Company or any Affiliate.

9. Governing Law . This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware.

10. Amendment . This Agreement cannot be modified, altered or amended, except by an agreement, in writing, signed by both the Company and the Participant.

11. Section 409A .

(a) The Equity Participation Shares granted pursuant to this Agreement are intended to comply with or be exempt from Code Section 409A, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner consistent with such intent. No payment, benefit or consideration shall be substituted for the Equity Participation Shares if such action would result in the imposition of taxes under Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if any Plan provision or this Agreement results in the imposition of an additional tax under Code Section 409A, that Plan provision or provision of this Agreement shall be reformed, to the extent permissible under Code Section 409A, to avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant’s rights to the Equity Participation Shares.

(b) Notwithstanding any provision of the Agreement to the contrary, if the Participant is identified by the Company as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), any Equity Participation Shares payable or settled on account of a separation from service that are deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant’s separation from service, (ii) the date of the Participant’s death, or (iii) such earlier date as complies with the requirements of Code Section 409A.

(c) For all purposes of this Agreement, the Participant shall be considered to have terminated employment with the Company and its Affiliates when the Participant incurs a “separation from service” with the Company within the meaning of Treasury Regulation § 1.409A-1(h).

TEGP MANAGEMENT, LLC
Date: [DATE OF OFFER] By:

 

Name: David G. Dehaemers, Jr.
Title: President and Chief Executive Officer

The Participant hereby accepts the foregoing Agreement, subject to the terms and provisions of the Plan and administrative interpretations thereof referred to above.

 

PARTICIPANT:
Date:

 

 

[EMPLOYEE NAME]

Exhibit 5.1

 

98 SAN JACINTO AUSTIN LONDON
BLVD. BEIJING MOSCOW
LOGO SUITE 1500 BRUSSELS NEW YORK
AUSTIN, TEXAS DALLAS PALO ALTO
78701-4078 DUBAI RIO DE JANEIRO
HONG KONG RIYADH
TEL +1 HOUSTON WASHINGTON
512.322.2500
FAX +1
512.322.2501
BakerBotts.com

July 17, 2015

Tallgrass Energy GP, LP

4200 W. 115th Street, Suite 350

Leawood, Kansas 66211

Ladies and Gentlemen:

We have acted as counsel to Tallgrass Energy GP, LP, a Delaware limited partnership (the “Partnership”), and TEGP Management, LLC, a Delaware limited liability company and the general partner of the Partnership, with respect to certain legal matters in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Partnership with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to 3,144,589 Class A shares representing limited partner interests of the Partnership (the “Shares”) that may be issued pursuant to the TEGP Management, LLC Long-Term Incentive Plan (as amended, the “Plan”). At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

In our capacity as your counsel in the connection referred to above, we have examined such statutes, including the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), and the Partnership’s records and documents, certificates of representatives of the Partnership and public officials, and other instruments and documents as we deemed necessary or advisable for the purposes of this opinion. In giving the opinion set forth below, we have relied, without independent investigation or verification, to the extent we deemed appropriate, upon the certificates, statements or other representations of officers or other representatives of the general partner of the Partnership and public officials, with respect to the accuracy of the factual matters contained in or covered by such certificates, statements or representations. In making our examination, we have assumed that all signatures on all documents examined by us are genuine, all documents submitted to us as originals are authentic and complete and all documents submitted to us as copies are true and correct copies of the originals of such documents.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that, when issued and delivered by the Partnership against payment therefor from time to time in accordance with the provisions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited in all respects to the Delaware LP Act, as published in effect on the date hereof, and applicable reported judicial decisions, rules and regulations interpreting and implementing those laws. We express no opinion as to the effect of the laws of any other jurisdiction.

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July 17, 2015

LOGO

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Baker Botts L.L.P.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of (i) our report dated February 19, 2015 relating to the consolidated financial statements of Tallgrass Energy Partners, LP as of December 31, 2014 and 2013 and for the period from November 13, 2012 to December 31, 2012; (ii) our report dated March 18, 2013 relating to the combined financial statements of Tallgrass Energy Partners Pre-Predecessor for the period from January 1, 2012 to November 12, 2012; and (iii) our report dated February 19, 2015 relating to the balance sheet of Tallgrass Energy GP, LP as of February 10, 2015, all of which appear in Tallgrass Energy GP, LP’s Amendment No. 3 to the Registration Statement on Form S-1 and the related Prospectus of Tallgrass Energy GP, LP.

/s/ PricewaterhouseCoopers LLP

Denver, Colorado

July 17, 2015