According to the Complaint, Tallgrass Energy Partners, LP ("TEP"), is a publicly traded, growth-oriented limited partnership that owns, operates, acquires, and develops midstream energy assets in North America. The Company’s operations are located in and provide services to certain key United States hydrocarbon basins, including the Denver-Julesburg, Powder River, Wind River, Permian, and Hugoton-Anadarko Basins and the Niobrara, Mississippi Lime, Eagle Ford, Bakken, Marcellus, and Utica shale formations. TEP’s primary assets include natural gas transportation, storage, gathering, and processing assets, crude oil transportation, storage, and terminalling assets, and water business services assets. The Company’s business segments are: (1) natural gas transportation; (2) crude oil transportation; and (3) gathering, processing, and terminalling.
On March 27, 2018, TEP and Tallgrass Energy GP, LP ("TEGP" issued a joint press release announcing that they had entered into a definitive Agreement and Plan of Merger (“Merger Agreement”) by an among TEP, TEGP, Tallgrass Equity, LLC, a Delaware limited liability company (“Tallgrass Equity”), Razor Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of TEP (“Merger Sub”), and TEP GP, a Delaware limited liability company. Pursuant to the Merger Agreement, each issued and outstanding common unit representing a limited partner interest of TEP, except for any TEP Common Units owned by Tallgrass Equity, will be converted into the right to receive 2.0 Class A shares representing limited partner interests in TEGP (the “Merger Consideration”).
The Complaint alleges that on March 30, 2018, in order to convince TEP’s public common unitholders to vote in favor of the Proposed Transaction, Defendants authorized the filing of a materially incomplete and misleading Registration Statement on a Form S-4 (the “Registration Statement”) with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act.