Current Report Filing (8-k)
20 August 2016 - 6:25AM
Edgar (US Regulatory)
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): August 18, 2016
Tallgrass Energy Partners, LP
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-35917
|
|
46-1972941
|
(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)
|
Registrants 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 1.01
|
Entry into a Material Definitive Agreement.
|
On August 18, 2016, Tallgrass Energy
Partners, LP (the Partnership), Tallgrass Energy Finance Corp., a wholly owned subsidiary of the Partnership (the Co-Issuer and together with the Partnership, the Issuers), and the Partnerships existing
direct and indirect wholly owned subsidiaries (other than the Co-Issuer, the Guarantors), entered into a purchase agreement (the Purchase Agreement) with Barclays Capital Inc., as representative of the several initial
purchasers named therein (the Initial Purchasers), pursuant to which the Issuers agreed to sell $400,000,000 in aggregate principal amount of the Issuers 5.50% Senior Notes due 2024 (the 2024 Notes), along with the
related guarantees of the 2024 Notes. The 2024 Notes were offered and sold in a transaction exempt from the registration requirements under the Securities Act of 1933, as amended (the Securities Act). The 2024 Notes are expected to be
sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to persons outside the United States in reliance on Regulation S under the Securities Act.
The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under
which the Issuers and the Guarantors, on one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act, and customary conditions to closing,
obligations of the parties and termination provisions.
The Initial Purchasers and certain of their affiliates are full service financial
institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities.
The Initial Purchasers and certain of their affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for the Partnership and its affiliates, for which
they received or may in the future receive customary fees and expenses. In particular, affiliates of the Initial Purchasers are lenders under the Partnerships revolving credit facility.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Purchase Agreement, which is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference.
Item 9.01.
|
Financial Statements and Exhibits.
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
1.1
|
|
Purchase Agreement, dated August 18, 2016, among the Partnership, the Co-Issuer, the Guarantors named therein and Barclays Capital Inc., as representative of the Initial Purchasers named therein.
|
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 PARTNERS, LP
|
|
|
|
|
|
By:
|
|
Tallgrass MLP GP, LLC,
its general partner
|
|
|
|
|
Date: August 19, 2016
|
|
|
|
By:
|
|
/s/ David G. Dehaemers, Jr.
|
|
|
|
|
|
|
David G. Dehaemers, Jr.
|
|
|
|
|
|
|
President and Chief Executive Officer
|
INDEX TO EXHIBITS
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
1.1
|
|
Purchase Agreement, dated August 18, 2016, among the Partnership, the Co-Issuer, the Guarantors named therein and Barclays Capital Inc., as representative of the Initial Purchasers named therein.
|
TALLGRASS ENERGY PARTNERS, LP (NYSE:TEP)
Historical Stock Chart
From Sep 2024 to Oct 2024
TALLGRASS ENERGY PARTNERS, LP (NYSE:TEP)
Historical Stock Chart
From Oct 2023 to Oct 2024
Real-Time news about Tallgrass Energy Partners, LP Common Units Representing Limited Partner Interests (delisted) (New York Stock Exchange): 0 recent articles
More Tallgrass Energy Partners, Lp News Articles