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CORRESP
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CORRESP

 Tallgrass Energy, LP

 4200 W.
115th Street, Suite 350

 Leawood, KS 66211

 Phone:
913.928.6060

 February 11, 2020

 U.S. Securities and
Exchange Commission

 Division of Corporation Finance

 100 F.
Street, N.E.

 Washington, D.C. 20549

 Attention: Christina
Chalk

Re:
 Tallgrass Energy, LP

PREM14A filed January 21, 2020

File No. 1-37365

Schedule 13E-3 filed January 21, 2020

Filed by Tallgrass Energy GP, LLC, et al.

File No. 5-88849

Ladies and Gentlemen:

 Set forth below are the
responses of Tallgrass Energy, LP (“TGE”) to the comments contained in the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated February 3, 2020, with respect to
the above-captioned filings. We are concurrently submitting via EDGAR this letter, together with Amendment No. 1 to the Proxy Statement (the “Amended Proxy Statement”) and Amendment No. 1 to the Schedule 13E-3 (the “Amended Schedule 13E-3”), which incorporate changes made in response to the Staff’s comments, as well as certain other updated information. For the
Staff’s reference, we are providing the Staff with both a clean copy of the Amended Proxy Statement and a copy marked to show all changes from the version submitted on January 21, 2020.

For your convenience, we have repeated below in bold type the text of each comment exactly as set forth in the comment letter. TGE’s
response to each comment is set forth immediately below the text of each comment. All page references in the responses set forth below refer to pages of the Amended Proxy Statement and the Amended Schedule
13E-3, as applicable. Capitalized terms used but not defined herein have the meanings given to such terms in the Amended Proxy Statement.

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 Schedule 13E-3 – General

1.
 Affiliates of TGE are parties to the Purchase Agreement signed January 30, 2019, as well as the March
2019 Lock-Up and Non-Compete Agreements, pursuant to which those affiliates are entitled to convert or exchange their Retained Interests into equity in TE, TGE or their
successor entities after the Merger. They have also agreed to vote their shares in the Merger in accordance with the recommendation of the TGE GP Board. In addition, we note the disclosure on page 22 of the proxy statement that Blackstone wanted to
ensure key members of management were incentivized to remain and grow the business of TGE after the acquisition. In light of their interest in the transaction not shared by other shareholders, tell us why the
Lock-Up Parties are not included as filers on the Schedule 13E-3 or revise to include them, along with all of the disclosure required by the Schedule.

 Response:

 In
preparing its Schedule 13E-3 filing and determining whether David G. Dehaemers, Jr., William R. Moler, Gary J. Brauchle, Doug Johnson, Christopher R. Jones and Eric V. Westphal (the “March Lock-Up Parties”) should be included as “filing persons” on the Schedule 13E-3 under the rules and related interpretations of the Commission, TGE carefully
considered the involvement of the March Lock-Up Parties in the proposed going private transaction. TGE respectfully advises the Staff that the March Lock-Up Parties are
not included as filing persons on the Amended Schedule 13E-3 because they are not affiliates who are “engaged” in the proposed going private transaction.

Pursuant to Rule 13e-3 (“Rule 13e-3”) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), affiliates of the issuer trigger a filing obligation under such rule if they “engage, directly or indirectly, in a Rule 13e-3
transaction.” A Schedule 13E-3 filing obligation may arise if members of management who are affiliates of the Company are “engaged in the transaction,” and are therefore essentially “on
both sides” of the transaction. The Staff noted in Section 201.05 and 201.06 of the Commission’s Compliance and Disclosure Interpretations on Going Private Transactions, Exchange Act Rule 13e-3
and Schedule 13E-3 (the “Going Private C&DIs”) that “[a]n important aspect of the staff’s analysis was the fact that the issuer’s management ultimately would hold a material amount
of the surviving company’s outstanding equity securities, occupy seats on the board of this company in addition to senior management positions, and otherwise be in a position to “control” the surviving corporation within the meaning
of Exchange Act Rule 12b-2 (i.e., ‘possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise’).” Each such factor is discussed below with regard to the March Lock-Up Parties.

A.
 No Ownership by March Lock-Up Parties in Surviving Entity

 As the Staff notes, pursuant to agreements entered into between Prairie GP Acquiror LLC, a Delaware limited
liability company and affiliate of Blackstone (“Blackstone GP Acquiror”), and each of the March Lock-Up Parties (the “Lock-Up and Non-Compete Agreements”) in connection with the March 2019 Blackstone Acquisition, each of the March Lock-Up Parties was given the right, to the extent a take-private
transaction occurred or was entered into prior to March 11, 2020, to elect to either sell all of certain Class A and Class B shares held by them (the “Retained Interests”) to Blackstone GP Acquiror or to convert or exchange
their Retained Interests into equity of the surviving entity in such transaction or a related entity. The Retained Interests represent, collectively, only 1.60% of TGE’s equity. Furthermore, Mr. Dehaemers, who holds the largest portion of
the Retained Interests, holds Retained Interests representing 0.64% of TGE’s equity. The other March Lock-Up Parties hold Retained Interests representing an average of 0.22% of TGE’s outstanding
equity.

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 As discussed on pages 72-73, 76 and 126 of the Amended Proxy Statement, all of the March Lock-Up Parties have elected to sell their Retained Interests to Blackstone GP Acquiror in connection with the consummation of the Merger. However, even if the March Lock-Up
Parties had elected to convert or exchange their Retained Interests for equity of the surviving entity in the Merger, such Retained Interests would constitute, in the aggregate, less than 2.0% of the equity of the surviving entity.

Further, the Merger Agreement provides that any Equity Participation Shares or other equity awards of TGE held by the March Lock-Up Parties following the closing of the Merger will be settled in cash rather than Class A shares if vesting conditions thereon are satisfied, and as a result, following the Merger, such Equity
Participation Shares will no longer represent any right of the March Lock-Up Parties to equity in TGE.

Accordingly, any Class A shares and Class B shares of TGE or its affiliates currently held by the March Lock-Up Parties will either be cashed out or sold in connection with the Merger, and any Equity Participation Shares or other equity awards of TGE currently held by the March
Lock-Up Parties will be subject to cash settlement as a result of the Merger. As a result, no March Lock-Up Party will continue to hold equity in TGE, the surviving
entity or any of their respective affiliates following closing of the Merger.

B.
 No March Lock-Up Parties have a Contractual Right to Board
Participation or Otherwise Control the Surviving Entity

 None of the March
Lock-Up Parties is a member of the board of directors or similar governing body of Blackstone or any of its affiliates other than Tallgrass Energy GP, LLC (“TGE GP”) and only one of the March Lock-Up Parties, Mr. Moler, is currently a member of the board of directors of TGE GP (the “TGE GP Board”). While Mr. Moler may continue to serve as a member of the TGE GP Board following the
Merger, this position is not a result of the Merger or any agreement with Blackstone or its affiliates and represents a minority, non-controlling position on the TGE GP Board. Additionally, Mr. Moler does not have a right to continue to serve
as a member of the TGE GP Board, by virtue of his position as Chief Executive Officer of TGE GP, by contract or otherwise.

 Further, none
of the March Lock-Up Parties has a right to nominate, elect or otherwise designate or appoint directors to the TGE GP Board or the board of directors or similar governing body of Blackstone or any of its
affiliates. As noted on page 124 of the Amended Proxy Statement, the members of the TGE GP Board, including the independent directors, are currently designated and elected by Blackstone GP Acquiror subject only to certain contractual rights in the
Equityholders Agreement and to limitations in the Merger Agreement restricting the removal of members of the Conflicts Committee from the TGE GP Board during the pendency of the transactions contemplated by the Merger Agreement. Also, as discussed
on page 127 of the Amended Proxy Statement, the director designation rights with regard to the TGE GP Board held by Mr. Dehaemers pursuant to that certain Director Designation Agreement dated January 30, 2019 between Blackstone GP Acquiror
and Mr. Dehaemers terminated in connection with his retirement as the Chief Executive Officer of TGE GP effective on November 24, 2019 and his retirement from the TGE GP Board and the boards of directors of its subsidiaries effective on
December 31, 2019.

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 None of the March Lock-Up Parties is currently, or will following consummation of the Merger
be, employed by Blackstone or its affiliates, other than TGE GP and its subsidiaries. Mr. Moler and Mr. Jones are the only March Lock-Up Parties who are expected to continue to hold senior management positions with TGE GP and its
subsidiaries following the consummation of the Merger. Neither Mr. Dehaemers nor Mr. Westphal currently holds a management position or is otherwise employed by TGE GP or its subsidiaries, and Mr. Brauchle and Mr. Johnson have
resigned from their offices as Executive Vice President and Chief Financial Officer and Segment President, Crude Oil Transportation, respectively, of TGE GP and its subsidiaries effective February 14, 2020. The Commission has noted in the past
that it would not view a person as controlling an issuer based solely on executive officer or director positions (see SEC Release No. 34-16075, 44 FR 46738). In their capacities as senior management
following the consummation of the Merger, Mr. Moler and Mr. Jones will be subject to the direction of the TGE GP Board and can be terminated, with or without cause, at any time by the TGE GP Board, which is controlled by Blackstone and its
affiliates. Neither Mr. Moler nor Mr. Jones has a right or obligation to continue his employment as a member of management of TGE GP for any term or duration, pursuant to his employment agreement with TGE GP or otherwise.

Thus, the March Lock-Up Parties will not be in a position to exercise “control” over the
surviving company through Mr. Moler’s position on the TGE GP Board, their respective senior management positions, as applicable, or otherwise.

C.
 Other Factors

As the Staff notes, pursuant to the Lock-Up and Non-Compete
Agreements, the March Lock-Up Parties agreed to vote their shares of TGE consistent with the recommendation of the TGE GP Board (rather than consistent with the recommendation of Blackstone and its affiliates)
with regard to the Merger. However, as noted on page 126 of the Amended Proxy Statement, such voting obligation terminates on the one-year anniversary date of the
Lock-Up and Non-Compete Agreements, which occurs on March 11, 2020. Accordingly, at the time of the shareholder meeting to vote on the Merger (which will be held
after March 11, 2020), the March Lock-Up Parties will not be subject to any voting obligation with regard to the Merger or otherwise.

Further, as discussed on page 22 of the Amended Proxy Statement, Blackstone’s intention with respect to the Lock-Up and Non-Compete
Agreements was to ensure that key management members (namely, the March Lock-Up Parties) were incentivized to further grow the business of TGE following the March 2019 Blackstone Acquisition. Accordingly,
Blackstone and the March Lock-Up Parties entered into the Lock-Up and Non-Compete Agreements in part to incentivize the March Lock-Up Parties to remain employed with TGE GP and its subsidiaries and retain their respective equity interests in TGE following the March 2019 Blackstone Acquisition, and to increase alignment with public
shareholders of TGE and incentivize the March Lock-Up Parties to increase the value of Class A shares for TGE shareholders. However, the one-year anniversary date of the Lock-Up and Non-Compete Agreements
will occur on March 11, 2020, prior to the shareholder meeting, and Blackstone has not entered into similar agreements or arrangements with the March Lock-Up Parties in connection with the Merger. As
discussed above, the March Lock-Up Parties will no longer have any equity in TGE, the surviving entity or any of their respective affiliates following closing of the Merger.

Finally, as described on page 24 of the Amended Proxy Statement, the TGE GP Board formed a special committee of directors consisting entirely
of individuals that the TGE GP Board determined satisfied the requirements set forth in the Partnership Agreement for service on a conflicts committee to negotiate the Merger Agreement (the “Conflicts Committee”). The TGE GP Board
empowered the Conflicts Committee with all the power of the TGE GP Board with respect to the Merger and as a result, neither Mr. Dehaemers nor Mr. Moler, in their respective capacities as directors of the TGE GP Board at such time, nor any
of the March Lock-Up Parties who were serving in management roles at such time, participated in the consideration, negotiation or evaluation of the terms of the Merger Agreement or the Merger. None of the
March Lock-Up Parties served on the Conflicts Committee, and no other person was authorized to consider, evaluate or negotiate the Merger Agreement or the Merger on behalf of TGE.

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 In summary, in light of the foregoing factors, TGE respectfully submits that the March Lock-Up parties are not “engaged in” the Merger transaction and were therefore properly not included as filing persons on the Schedule 13E-3.

2.
 See our last comment above. We note that Jasmine Ventures Pte. Ltd. and Enagas have voting or dispositive
authority over 44.36% of the Class A and Class B shares pursuant to their Equityholders Agreement with certain Blackstone affiliates. Supplementally provide your analysis, with a view to further disclosure, as to whether these entities are
also engaged in this going private transaction by providing further details about their involvement with TGE before and after the Merger.

Response: TGE respectfully advises the Staff that Jasmine Ventures Pte. Ltd. (“Jasmine”) and Enagas (“Enagas,” and together with
Jasmine, the “Non-Controlling Persons”) are not included as filing persons on the Amended Schedule 13E-3 because neither is an “affiliate” who is engaged in the proposed going private transaction. As discussed in more detail
below, the Non-Controlling Persons are not “affiliates” as defined under Rule 13e-3 because they do not have the requisite “control” over TGE. Both prior to, and following the Merger, the Non-Controlling Persons have no ability
to direct the management, affairs or day-to-day operations of TGE, and except for certain limited rights described below, neither of the Non-Controlling Persons have any prior relationships or arrangements with TGE. Finally, the Non-Controlling
Persons’ beneficial ownership in TGE shares is limited solely to indirect economic interests held through investment vehicles controlled by affiliates of Blackstone.

As discussed in response to comment no. 1, Rule 13e-3 under the Exchange Act generally requires the filing of Schedule
13E-3 by “affiliates” of the issuer that “engage in” a goi