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): March 2 30, 2020

Tallgrass Energy, LP

(Exact name of registrant as specified in its charter)

Delaware	001-37365	47-3159268
(State or Other Jurisdiction ofIncorporation or Organization)	(Commission FileNumber)	(I.R.S. Employer Identification No.)
(State or Other Jurisdictionof Incorporation or Organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

4200 W. 115th Street, Suite 350

Leawood, Kansas

66211

(Address of Principal Executive Offices)

(Zip Code)

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Shares Representing Limited Partner Interests	TGE	New York Stock Exchange

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A shares representing limited partner interests	TGE	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ ☐

Item 7.01. Regulation FD Disclosure.

On March 230, 2020, Tallgrass Energy, LP, a Delaware limited partnership (“TGE”), issued a press release announcing that ~~a special meeting of shareholders of TGE will be held on April 16~~, ~~2020~~due to ~~consider and vote upon a proposal to approve~~ the ~~Agreement~~emerging ~~and~~public ~~Plan~~health ofimpact ~~Merger, dated as~~ of ~~December 16, 2019, by and among TGE, Tallgrass Energy GP, LLC, a Delaware limited liability company and~~ the ~~general~~coronavirus ~~partner of TGE, Prairie Private Acquiror LP, a Delaware limited partnership~~ (~~“Buyer”~~COVID-19), ~~and~~pandemic ~~Prairie Merger Sub LLC, a Delaware limited liability company,~~ and ~~the~~out ~~transactions~~of ~~contemplated~~concern ~~thereby,~~for ~~including~~ the ~~merger~~health ~~of Buyer with~~ and ~~into~~well-being ~~TGE. Holders~~ of ~~record of~~ TGE’s ~~Class~~employees ~~A shares~~ and ~~Class~~shareholders, ~~B shares as of~~ the ~~close~~location of ~~business~~TGE’s onspecial ~~March~~meeting ~~12,~~of ~~2020,~~shareholders ~~the~~has ~~record~~been ~~date~~changed ~~for~~and ~~the special meeting,~~ will be ~~entitled~~held toin ~~vote~~a atvirtual ~~the~~meeting ~~special~~format ~~meeting~~only. A copy of the press release is ~~attached~~furnished with this Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

~~In accordance with General Instruction B.2 to Form 8-K, the information provided under this~~ Item 7 8.01 ~~and the information attached to this Form 8-K as Exhibit 99~~.1 ~~shall~~Other be deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference in such filingEvents.

To the extent required by applicable law, the disclosure set forth in Item 7.01 of this Form 8-K is incorporated into this Item 8.01 by reference.

Additional Information and Where to Find It

In connection with the proposed transaction referred to in this material, TGE filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on March 12, 2020, which was mailed or otherwise provided to its shareholders. BEFORE MAKING ANY VOTING DECISION, TGE’S SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT, AS SUPPLEMENTED BY THE NOTICE OF CHANGE OF LOCATION OF SPECIAL MEETING FILED BY TGE WITH THE SEC ON MARCH 30, 2020, IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and other documents filed with the SEC by TGE through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed by TGE will be available free of charge on TGE’s website at www.tallgrassenergy.com, in the “Investors” tab near the top of the page, or by contacting TGE’s Investor Relations Department at 1-913-928-6012.

Participants in Solicitation

TGE and its general partner’s directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed transaction under the rules of the SEC. Information about the directors and executive officers of TGE’s general partner may be found in its 2019 Form 10-K filed with the SEC on February 12, 2020 and any subsequent statements of changes in beneficial ownership filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are also included in the proxy statement and other documents filed with the SEC by TGE.

Information Concerning Forward-Looking Statements

This communication contains forward-looking statements. All statements, other than statements of historical facts, included in this communication that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Words such as “could,” “will,” “may,” “assume,” “forecast,” “position,” “predict,” “strategy,” “expect,” “intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,” “budget,” “potential,” or “continue,” and similar expressions are used to identify forward-looking statements. Forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of TGE, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements, and other important factors that could cause actual results to differ materially from those projected, including those set forth in reports filed by TGE with the SEC.

Any forward-looking statement applies only as of the date on which such statement is made, and TGE 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.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER		~~DESCRIPTION~~	DESCRIPTION
~~99.1~~	99.1	~~Press release issued by Tallgrass Energy, LP, dated March 2, 2020.~~	Press release issued by Tallgrass Energy, LP, dated March 30, 2020.
~~104~~	104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document).~~	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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, LP~~		TALLGRASS ENERGY, LP
		~~By:~~	~~Tallgrass Energy GP, LLC~~	By:	Tallgrass Energy GP, LLC,its general partner
			its general partner
Date: March 30, 2020				By:	/s/ William R. Moler
Date:	March 2, 2020	By:	/s/ William R. Moler
					William R. Moler
			William R. Moler
					Chief Executive Officer
			Chief Executive Officer

Filing Compare · Tallgrass Energy, LP