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Bracewell Counsels Conflicts Committee in Merger Agreement Between Tallgrass Energy GP, LP and Tallgrass Energy Partners, LP

HOUSTON – Bracewell LLP is serving as counsel to the Conflicts Committee of the Board of Directors of the General Partner of Tallgrass Energy Partners, LP (TEP) in connection with the merger agreement pursuant to which Tallgrass Energy GP, LP (TEGP) will acquire the approximately 47.6 million TEP common units held by the public in a taxable share-for-unit merger transaction at a ratio of 2.0 TEGP Class A shares for each outstanding TEP common unit. As a result of the proposed transaction, the TEP incentive distribution rights will be cancelled and the TEP common units will no longer be publicly traded. Upon closing, TEGP will change its name to Tallgrass Energy, LP and will trade on the New York Stock Exchange under the ticker symbol “TGE.”

As part of the transaction, TEGP and certain of its subsidiaries entered into a support agreement agreeing to vote their approximately 25.6 million TEP common units (representing approximately 35% of the total outstanding TEP common units) in favor of the merger.

Subject to customary approvals and conditions, including the approval by holders of a majority of the outstanding TEP common units, the merger is expected to close by the end of the second quarter of 2018.

Bracewell lawyers involved in the transaction included:

Partners: Troy L. Harder, Gary W. Orloff, Tony L. Visage and Daniel E. Hemli

Senior Counsel: Steven J. Lorch

Associates: Lytch T. Gutmann, Andrew W. Monk and Kathy W. Medford