Baird Investment Banking Pitch Book

CASE STUDY: TALLGRASS SIMPLIFICATION TRANSACTION OVERVIEW ■ Tallgrass Energy announced an agreement for Tallgrass Energy GP, LP ("TEGP") to acquire Tallgrass Energy Partners ("TEP") - - TEP public unitholders (¹) will receive 2.0 TEGP Class A shares for each outstanding TEP common unit Represents a 10% premium to TEP based on each security's 30- day VWAP prior to the Feb. 7 restructuring announcement TEGP announced a 33% increase in the quarterly distribution Proposed transaction will result in no distribution cut to TEP unitholders, and will be accretive to TEGP shareholders and TEP unitholders Pro forma entity will be taxed as a C-Corp Taxable transaction to TEP public unitholders, who will own 62% of the publicly-traded Class A shares of TGE FEB. 7 RESTRUCTURING ANNOUNCEMENT 66 "Tallgrass is evaluating potential reorganization transactions that could, among other things, streamline and simplify TEP and TEGP's organizational structure, improve its equity cost of capital, improve its debt cost of capital and facilitate financing of its current and future growth opportunities." KEY TEGP & TEP STATISTICS (at Feb. 7) TEP Current Yield ¹18-¹20 EBITDA CAGR ¹18-¹20 DPU CAGR 2018E Distribution Coverage % of 2018E Cash Flow to IDRs Net Debt / LTM EBITDA TEGP TEGP Current Yield TEGP DPU '18 - ¹20 CAGR Confidential Premium to TEP: Last close (2/06/18) 10-day VWAP (2/6/18) 30-day VWAP (2/6/18) Implied transaction value (³); Source: Tallgrass acquisition press release and presentation dated March 26, 2018. (1) Excludes 25.6 million units owned by Tallgrass Equity, LLC. (2) Current TEGP shareholders will own 58.1 MM shares (~21% interest). Current TEP unitholders will own 95.2 MM shares (-34% interest). Adjusted for 65% of LP units acquired, 1.13% GP interest, assumed net debt of $2.1 billion and assumed noncontrolling interests of $69 million. Consensus Wall Street estimates. TRANSACTION METRICS (prior to Feb. 7 announcement) Consideration per TEP unit TEGP, last close (2/06/18) Exchange ratio Total consideration $23.40 2.0x $46.80 Price $43.99 $44.86 $45.59 BAIRD 8.8% 2.8% 6.9% 1.2x 37% 3.0x Project Bronco 6.3% 8.2% % Premium 6.4% 4.3% 2.6% $5,679 Page 9

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