Tallgrass GP Holdings, LLC ("GP Holdings"), a privately held limited liability company that currently owns the general partners of Tallgrass Development, LP and Tallgrass Energy Partners, LP (NYSE: TEP), today announced that it intends to file a registration statement with the U.S. Securities and Exchange Commission (the "SEC") for an initial public offering of equity interests in a newly formed entity that is expected to own, directly or indirectly, all of TEP's incentive distribution rights, TEP's general partner interest, and a certain number of common units representing limited partner interests in TEP. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offer, solicitations of offers to buy, or any sales of securities will only be made in accordance with the registration requirements of the Securities Act of 1933 or an exemption therefrom. This announcement is being issued pursuant to and in accordance with Rule 135 under the Securities Act of 1933. 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 expectations of plans, strategies, and objectives, including guidance regarding the timing of filing of a registration statement for an initial public offering and whether a registration statement will ever be filed, whether a public offering will ultimately occur, and the assets to be held by the newly-formed entity. These statements involve risks and uncertainties that could cause actual results to differ materially from projected results, anticipated results or other expectations expressed in this press release, including, without limitation, due to the fact that GP Holdings' business plans and strategy may change as circumstances warrant, securities may not ultimately be offered, GP Holdings may not be able to raise the planned amount of capital even if the offering of securities is completed, the planned assets to be owned by the newly-formed entity may change and GP Holdings may not be able to complete the proposed actions on the timetable indicated. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. GP Holdings has based these forward-looking statements on current expectations and assumptions about future events. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of GP Holdings, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks set forth in reports filed by TEP with the SEC. Any forward-looking statement applies only as of the date on which such statement is made and GP Holdings 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.
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