CORRESP 1 filename1.htm CORRESP

 

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WASHINGTON

May 13, 2013

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Mara L. Ransom

  

Laura L. Tyson

TEL +1 512.322.2556

FAX +1 512.322.8377

laura.tyson@bakerbotts.com

  

 

  Re: Tallgrass Energy Partners, LP
    Registration Statement on Form S-1
    Filed May 6, 2013
    File No. 333-187595

Ladies and Gentleman:

Set forth below is the response of Tallgrass Energy Partners, LP (the “Partnership”) to the oral comment received from the staff (the “Staff”) of the Securities and Exchange Commission on May 13, 2013 with respect to the above-captioned filing.

Oral Comment: Please provide your analysis regarding whether the referral agreement between Wells Fargo Securities, LLC and Wells Fargo Advisors, LLC should be disclosed under Item 404(a) of Regulation S-K.

Response: It recently came to our attention that Wells Fargo Securities (“WFS”) planned to pay its retail brokerage affiliate, Wells Fargo Advisors (“WFA”), a small referral fee for referring the directed unit program business to WFS. However, we have since confirmed that WFS and WFA are terminating the referral agreement. As a result, no payments will be made in connection with the referral of the directed unit program, and no payments will be made to immediate family members of executive officers of the Partnership in connection therewith. As such, there are no related party transactions that would require disclosure pursuant to Item 404(a) of Regulation S-K.

If you have any questions with respect to the foregoing responses or require further information, please contact the undersigned at (512) 322-2556.

 

Sincerely,

By:

 

/s/ Laura L. Tyson

 

Laura L. Tyson

 

cc: David Oelman, Vinson & Elkins L.L.P.
  George Rider