Rockies Express Pipeline LLC Announces $525 Million Private Placement of Senior Notes Due 2019

  Rockies Express Pipeline LLC Announces $525 Million Private Placement of
  Senior Notes Due 2019

Business Wire

OVERLAND PARK, Kan. -- January 7, 2013

Rockies Express Pipeline LLC (the "Company") announced today that it intends
to offer $525 million in aggregate principal amount of senior unsecured notes
due 2019 (the "Notes") in a private placement to eligible purchasers under
Rule 144A and Regulation S of the Securities Act of 1933, as amended (the
“Securities Act”).

The Company intends to use substantially all of the net proceeds from the
issuance of the Notes to redeem all of its outstanding 6.25% Senior Notes due
2013. Any remaining net proceeds will be used for working capital and general
corporate purposes.

The Notes have not been registered under the Securities Act, and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the Notes.

About Rockies Express Pipeline

Rockies Express Pipeline LLC is a Delaware limited liability company engaged
in the ownership and operation of the Rockies Express Pipeline, a modern
1,698-mile natural gas pipeline that extends from Opal, Wyoming and Meeker,
Colorado to Clarington, Ohio and is one of the largest natural gas pipelines
ever constructed in North America. The system consists of 36-inch and 42-inch
diameter pipe with a long-haul design capacity of up to 1.8 billion cubic feet
of natural gas per day (Bcf/d), eight receipt-only points, six bi-directional
points and 35 delivery interconnections that provide access to markets not
directly served by the pipeline, and 14 mainline compressor stations and four
booster stations with a total of approximately 427,000 horsepower of installed
capacity. In addition, the Company has 625,000 Mcf/d of capacity on the
Overthrust Pipeline available to it pursuant to a long-term lease.

Rockies Express Pipeline LLC is a joint venture among a subsidiary of
Tallgrass Energy Partners, LP, a subsidiary of Sempra Energy, and a subsidiary
of Phillips 66. Tallgrass Energy Partners, LP indirectly owns a 50% membership
interest and Sempra Energy and Phillips 66 each indirectly owns a 25%
membership interest. A wholly-owned subsidiary of Tallgrass Energy Partners,
LP operates the pipeline.

Cautionary Note Concerning Forward-Looking Statements

Some of the information contained in this press release constitutes
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The fact that the Company announced the
proposed offering does not mean that such offering will price or close.
Although the Company's management believes its expectations are based on
reasonable assumptions within the bounds of its knowledge of its business and
operations, there can be no assurance that actual results will not differ
materially from expectations.

Factors that could cause actual results to differ materially from expectations
include, but are not limited to capital markets conditions, interest rates and
inflation. The Company therefore cautions you against relying on these
forward-looking statements. All forward-looking statements attributable to the
Company or persons acting on the Company's behalf are expressly qualified in
their entirety by the foregoing cautionary statements. New risks and
uncertainties may arise from time to time, and it is impossible for us to
predict these events or how they may affect the Company. All such statements
speak only as of the date made, and the Company undertakes no obligation to
update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.

Contact:

Rockies Express Pipeline LLC
Gary Brauchle, 913-928-6045
gary.brauchle@tallgrassenergylp.com
 
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