FORM RW WITHDRAWAL OF REGISTRATION STATEMENT
Tallgrass Energy Partners, LP
4200 W. 115th Street, Suite 350
Leawood, Kansas 66211
June 2, 2014
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
RE: Tallgrass Energy Partners, LP
Request for Withdrawal of Registration Statement on Form S-3
(File No. 333-195912)
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended (the Securities Act) Tallgrass Energy Partners, LP (the Company) respectfully requests that the Securities and Exchange Commission (the Commission) consent to the withdrawal of the Companys Registration Statement on Form S-3 (File No. 333-195912), together with all exhibits thereto (collectively, the Registration Statement), filed with the Commission on May 13, 2014.
The Company is requesting the withdrawal of the Registration Statement because it was inadvertently filed before the Company was eligible to use Form S-3. The Company confirms that no securities have been sold or will be sold pursuant to the Registration Statement. Furthermore, the Registration Statement was not declared effective by the Commission.
The Company also requests that, in accordance with Rule 457(p) under the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
It is the Companys understanding that this application for withdrawal of the Registration Statement will be deemed granted as of the date that it is filed with the Commission unless, within fifteen calendar days after such date, the Company receives notice from the Commission that this application will not be granted.
Thank you for your assistance in this request. If you have any questions or require any further information, please contact Mollie Duckworth at Baker Botts L.L.P. at 512-322-2551 or the undersigned at 913-928-6060.
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TALLGRASS ENERGY PARTNERS, LP | ||||
By: | Tallgrass MLP GP, LLC, its General Partner | |||
By: | /s/ Gary J. Brauchle | |||
Gary J. Brauchle Executive Vice President, Chief Financial Officer and Treasurer |
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