UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
The information contained in the following Item 8.01 related to, and the accompanying, Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
Tender Offer
On March 23, 2022, Targa Resources Partners LP (the “Partnership”), a Delaware limited partnership and wholly-owned subsidiary of Targa Resources Corp., issued a press release announcing the commencement of an offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 5 7/8% Senior Notes due 2026. The terms and conditions of the Tender Offer are described in an Offer to Purchase, dated March 23, 2022. A copy of the press release is filed as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.
The press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
| Item 9.01 | Financial Statements and Exhibits. |
| 99.1 | Press Release dated March 23, 2022, announcing the commencement of the Tender Offer. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TARGA RESOURCES CORP. | ||||||
| Dated: March 23, 2022 | By: | /s/ Jennifer R. Kneale | ||||
| Jennifer R. Kneale | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
|
811 Louisiana, Suite 2100 Houston, TX 77002 713.584.1000 |
Targa Resources Partners LP Announces Tender Offer for its
5.875% Senior Notes due 2026
HOUSTON, TX—March 23, 2022 - Targa Resources Partners LP (“Targa Resources Partners” or the “Partnership”), a subsidiary of Targa Resources Corp. (NYSE: TRGP), announced today that it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the outstanding senior notes listed in the following table upon the terms and conditions described in the Partnership’s Offer to Purchase dated March 23, 2022 (the “Offer to Purchase”).
| Issuer(1) |
Title of Security |
CUSIP Number |
Principal Amount Outstanding |
Purchase Price per $1,000 of Notes |
||||||||||
| Targa Resources Partners LP |
5.875% Senior Notes due 2026 | 87612BBJ0 | $ | 963,247,000 | $ | 1,030.88 | ||||||||
| (1) | Targa Resources Partners Finance Corporation, a wholly owned subsidiary of the Partnership, is a co-issuer of these securities. |
Holders whose notes are purchased will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the initial settlement date.
The Tender Offer is being made pursuant to the terms and conditions contained in the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer, by calling (888) 280-6942 (toll free) or, for banks and brokers, (212) 269-5550. Copies of the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery are also available at the following web address: http://www.dfking.com/targa.
The Tender Offer will expire at 5:00 p.m. New York City Time on April 5, 2022, unless extended or earlier terminated (such time and date as the same may be extended, the “Expiration Time”). Tendered notes may be withdrawn at any time before the Expiration Time. Holders of notes must validly tender and not validly withdraw their notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the consideration for their notes.
Settlement for notes tendered prior to the Expiration Time and accepted for purchase will occur promptly after the Expiration Time, which is expected to be April 6, 2022, assuming that the Tender Offer is not extended or earlier terminated. The settlement date for any notes tendered pursuant to a Notice of Guaranteed Delivery is expected to be on April 8, 2022, subject to the same assumption.
The Tender Offer is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous senior notes offering of at least $1,250,000,000 principal amount by TRGP on terms and conditions satisfactory to TRGP (the “Financing Condition”). The Tender Offer is not conditioned upon any minimum amount of notes being tendered. The Tender Offer may be amended, extended, terminated or withdrawn. Concurrently with the launch of the Tender Offer and subject to the same Financing Condition, the Partnership is exercising its right to redeem, on April 22, 2022, any of the notes not validly tendered and purchased in the Tender Offer at a redemption price of 102.938% of the principal amount thereof plus accrued interest, pursuant to the terms of the indenture governing such notes.
Targa has retained BofA Securities, Inc. (“BofA Securities”) to serve as the exclusive Dealer Manager for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to BofA Securities at (collect) (980) 387-3907.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offer. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any contemporaneous notes offering, nor shall there be any sale of the securities issued in such offering in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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About Targa Resources Partners LP
Targa Resources Partners LP is a Delaware limited partnership formed in October 2006 by its parent, TRGP, to own, operate, acquire and develop a diversified portfolio of complementary midstream energy assets. On February 17, 2016 TRGP completed the acquisition of all outstanding common units of the Partnership. The Company is a leading provider of midstream services and is one of the largest independent midstream infrastructure companies in North America. The Company owns, operates, acquires and develops a diversified portfolio of complementary domestic midstream infrastructure assets. The Company’s assets connect natural gas and natural gas liquids (NGLs) to domestic and international markets with growing demand for cleaner fuels and feedstocks. The Company is primarily engaged in the business of: gathering, compressing, treating, processing, transporting, and purchasing and selling natural gas; transporting, storing, fractionating, treating, and purchasing and selling NGLs and NGL products, including services to LPG exporters; and gathering, storing, terminaling, and purchasing and selling crude oil.
The principal executive offices of Targa Resources Partners LP are located at 811 Louisiana, Suite 2100, Houston, TX 77002 and their telephone number is 713-584-1000.
Forward-Looking Statements
Certain statements in this release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this release that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future, are forward-looking statements. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties, factors and risks, many of which are outside the Partnership’s control, which could cause results to differ materially from those expected by management of the Partnership. Such risks and uncertainties include, but are not limited to, weather, political, economic and market conditions, including a decline in the price and market demand for natural gas, natural gas liquids and crude oil, the impact of pandemics such as COVID-19, commodity price volatility due to ongoing conflict in Ukraine, actions by the Organization of the Petroleum Exporting Countries (“OPEC”) and non-OPEC oil producing countries, the timing and success of business development efforts; and other uncertainties. These and other applicable uncertainties, factors and risks are described more fully in the Partnership’s filings with the Securities and Exchange Commission, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Partnership does not undertake an obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Contact the Company’s investor relations department by email at InvestorRelations@targaresources.com or by phone at (713) 584-1133.
Sanjay Lad
Vice President, Finance & Investor Relations
Jennifer Kneale
Chief Financial Officer