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):
January
8, 2015
Tallgrass Energy Partners, LP
(Exact
name of registrant as specified in its charter)
Delaware
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001-35917
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46-1972941
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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4200 W. 115th Street, Suite 350
Leawood, Kansas
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66211
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(Address of Principal Executive Offices)
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(Zip Code)
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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))
Item 8.01. Other Events.
Potential Acquisition
Tallgrass Development, LP has offered Tallgrass Energy Partners, LP (the
“Partnership”) the right to purchase a 33.3% interest in Tallgrass Pony
Express Pipeline, LLC (the “Potential Pony Acquisition”). If
consummated, this would increase the Partnership's ownership interest in
the pipeline to 66.7%. Terms of the offer have not been finalized and
may be modified upon completion of the ongoing open seasons for the
expansion of the Pony Express crude oil pipeline system. In conjunction
with the proposed transaction, it is expected that the parties will seek
clearance from the Federal Trade Commission under the Hart-Scott-Rodino
Antitrust Improvements Act.
Pony Express owns an approximately 690-mile crude oil pipeline
commencing in Guernsey, Wyoming, and terminating in Cushing, Oklahoma,
with delivery points at the Ponca City Refinery and at Deeprock in
Cushing. Upon completion of ongoing construction, Pony Express also will
own an approximately 66-mile lateral in Northeast Colorado that will
commence in Weld County and interconnect with the Pony Express mainline
just east of Sterling, Colorado. The lateral in Northeast Colorado is
expected to be in service sometime during the first half of 2015. Pony
Express is currently conducting open seasons to solicit commitments for
incremental crude oil transportation service that is expected to be
operational in the second half of 2016, with interim capacity of
approximately 100,000 barrels/day available beginning in mid-2015.
On January 8, 2015, the Partnership issued a press release related to
the foregoing. A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K.
This current report includes “forward-looking statements.” All
statements, other than statements of historical facts, included in this
Form 8-K that address activities, events or developments that the
Partnership expects, believes or anticipates will or may occur in the
future are forward-looking statements. These statements include but are
not limited to forward-looking statements about the Potential Pony
Acquisition and the potential expansion of the Pony Express crude oil
pipeline system. Such statements are subject to a number of assumptions,
risks and uncertainties, many of which are beyond the control of the
Partnership, which may cause actual results to differ materially from
those implied or expressed by the forward-looking statements. These
include risks relating to market conditions, satisfaction of closing
conditions, the Partnership’s financial performance and results, future
equity issuances, changes in distribution levels and other important
factors that could prevent the Potential Pony Acquisition from being
consummated, including those set forth in reports filed by the
Partnership with the Securities and Exchange Commission. Any
forward-looking statement speaks only as of the date on which such
statement is made and the Partnership undertakes no obligation to
correct or update any forward-looking statement, whether as a result of
new information, future events or otherwise, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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EXHIBIT
NUMBER
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DESCRIPTION
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99.1
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Press Release, dated January 8, 2015.
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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 PARTNERS, LP
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By:
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Tallgrass MLP GP, LLC,
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its general partner
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By:
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/s/ Gary J. Brauchle
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Gary J. Brauchle
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Executive Vice President, Chief Executive
Officer and Treasurer
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Date: January 8, 2015
INDEX TO EXHIBITS
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EXHIBIT
NUMBER
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DESCRIPTION
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99.1
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Press Release, dated January 8, 2015.
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Exhibit 99.1
Tallgrass
Energy Partners Announces Potential Acquisition of Additional 33.3
Percent Interest in Pony Express Pipeline
LEAWOOD, Kan.--(BUSINESS WIRE)--January 8, 2015--Tallgrass Energy
Partners, LP (NYSE:TEP) (“TEP” or the “Partnership”) announced today
that Tallgrass Development, LP has offered TEP the right to purchase a
33.3 percent interest in Tallgrass Pony Express Pipeline, LLC (“Pony
Express”). If consummated, this would increase TEP’s ownership interest
in Pony Express to 66.7 percent. Terms of the offer have not been
finalized and may be modified upon completion of the ongoing open
seasons for the expansion of the Pony Express crude oil pipeline system.
In conjunction with the proposed transaction, the parties expect to seek
clearance from the Federal Trade Commission under the Hart-Scott-Rodino
Antitrust Improvements Act.
Pony Express owns an approximately 690-mile crude oil pipeline
commencing in Guernsey, Wyo., and terminating in Cushing, Okla., with
delivery points at the Ponca City Refinery and at Deeprock in Cushing.
Upon completion of ongoing construction, Pony Express also will own an
approximately 66-mile lateral in Northeast Colorado that will commence
in Weld County, Colo., and interconnect with the Pony Express mainline
just east of Sterling, Colo. The lateral in Northeast Colorado is
expected to be in service sometime during the first half of 2015. Pony
Express is currently undergoing open seasons to solicit commitments for
incremental crude oil transportation service expected to be operational
in the second half of 2016, with interim capacity of approximately
100,000 barrels/day available beginning in mid-2015.
The offer was received from Tallgrass Development pursuant to a right of
first offer that is contained in the Omnibus Agreement executed between
TEP and Tallgrass Development in connection with TEP’s initial public
offering in May 2013. A Conflicts Committee of the Board of Directors of
TEP’s general partner, consisting solely of independent directors, has
been formed to evaluate the offer with assistance from external advisors
to be engaged by the Committee. No definitive transaction agreement has
been executed at this time and the proposed transaction remains subject
to review, negotiations and approval by the Conflicts Committee and by
the board of directors of TEP’s general partner.
About Tallgrass Energy Partners, LP
Tallgrass Energy Partners, LP (NYSE: TEP) is a publicly traded,
growth-oriented limited partnership formed to own, operate, acquire and
develop midstream energy assets in North America. We currently provide
natural gas transportation and storage services for customers in the
Rocky Mountain and Midwest regions of the United States through our
Tallgrass Interstate Gas Transmission and Trailblazer Pipeline systems.
We provide crude oil transportation to customers in Wyoming and the
surrounding region, servicing the Bakken production area of North Dakota
and eastern Montana through our ownership interest in Tallgrass Pony
Express Pipeline. We also provide services for customers in Wyoming
through Tallgrass Midstream at our Casper and Douglas natural gas
processing and our West Frenchie Draw natural gas treating facilities
and we provide water business services to customers in Colorado and
Texas through BNN Water Solutions. Our operations are strategically
located in and provide services to certain key United States hydrocarbon
basins, including the Denver-Julesburg, Powder River, Wind River,
Permian and Hugoton-Anadarko Basins and the Niobrara, Mississippi Lime,
Eagle Ford and Bakken shale formations.
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 possibility of Tallgrass Energy
Partners acquiring an additional interest in Tallgrass Pony Express
Pipeline, LLC, including the percentage interest that may be acquired
and the dates on which the Northeast Colorado Lateral is expected to be
placed in service. Forward looking statements may also include the
expectations of plans, strategies, objectives and growth and anticipated
financial and operational performance of Tallgrass Energy Partners and
its subsidiaries, including: the ability to pursue expansions and other
opportunities for incremental volumes; natural gas production growth in
Tallgrass Energy Partners' operating areas; expected future benefits of
acquisitions or expansion projects; timing of anticipated spending on
planned expenses and maintenance capital projects; and distribution rate
and growth, including variability of quarterly distribution coverage.
These statements are based on certain assumptions made by Tallgrass
Energy Partners based on management’s experience and perception of
historical trends, current conditions, anticipated future developments
and other factors believed to be appropriate. Such statements are
subject to a number of assumptions, risks and uncertainties, many of
which are beyond the control of Tallgrass Energy Partners, which may
cause actual results to differ materially from those implied or
expressed by the forward-looking statements. These include risks
relating to Tallgrass Energy Partners’ financial performance and
results, availability of sufficient cash flow to pay distributions and
execute its business plan, the demand for natural gas storage and
transportation services, operating hazards, the effects of government
regulation, tax position and other risks incidental to transporting,
storing and processing natural gas and other important factors that
could cause actual results to differ materially from those projected,
including those set forth in reports filed by Tallgrass Energy Partners
with the Securities and Exchange Commission. Any forward-looking
statement applies only as of the date on which such statement is made
and Tallgrass Energy Partners 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.
CONTACT:
Tallgrass Energy Partners, LP
Investor Relations
Nate
Lien, 913-928-6012
investor.relations@tallgrassenergylp.com
or
Media
and Trade Inquiries
Phyllis Hammond, 913-928-6014
media.relations@tallgrassenergylp.com
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