Tallgrass Energy LP (former GP) ^{Priced, NYSE: TGE}

We are a recently formed Delaware limited partnership that has elected to be treated as a corporation for U.S. federal income tax purposes. Our only cash-generating assets at the closing of this offering will consist of 41,500,000 common units in Tallgrass Equity, which we refer to as Tallgrass Equity units, representing a controlling 26.39% membership interest in Tallgrass Equity. At the closing of this offering, Tallgrass Equity will own, through its ownership of TEP GP, all of TEP’s incentive distribution rights, or IDRs, and 834,391 TEP general partner units, representing an approximate 1.37% general partner interest in TEP. Tallgrass Equity will also own directly the Acquired TEP Units, representing an approximate 32.75% limited partner interest in TEP. We believe TEP’s stable, fee-based cash flow and strong potential for future distribution growth will directly benefit us as a result of our interest in Tallgrass Equity. TEP is a publicly traded limited partnership primarily engaged in the transportation, storage, and processing of natural gas, the transportation of crude oil and the provision of water business services primarily to the oil and gas exploration and production industry. TEP’s assets are principally located in the Rocky Mountains and Midwest regions, and we believe these assets are an integral part of the energy infrastructure required to transport natural gas and crude oil between producers and consumers in these areas. TEP’s business operations are conducted primarily under long-term, firm, fixed-fee arrangements with its customers. As of March 31, 2015, the market capitalization of TEP’s common units totaled approximately $3.0 billion, including units held by affiliates.