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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| 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. |
On March 23, 2022, Targa Resources Corp. (the “Company”) and certain of its subsidiary guarantors named therein (the “Subsidiary Guarantors”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, pursuant to which the Company agreed to issue and sell $1.5 billion in aggregate principal amount of senior notes (the “Offering”) consisting of (i) $750.0 million in aggregate principal amount of the Company’s 4.200% Senior Notes due 2033 (the “2033 Notes”) and (ii) $750.0 million in aggregate principal amount of the Company’s 4.950% Senior Notes due 2052 (the “2052 Notes” and together with the 2033 Notes, the “Notes”).
The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Subsidiary Guarantors. The Underwriting Agreement contains customary representations and warranties by the Company. The Underwriting Agreement also contains customary indemnification and contribution provisions whereby the Company and the underwriters have agreed to indemnify each other against certain liabilities. The Notes were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to a shelf registration statement on Form S-3 (File No. 333-263730).
The Notes will be issued pursuant to an Indenture (the “Base Indenture”), as supplemented by that certain First Supplemental Indenture (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Subsidiary Guarantors and U.S. Bank Trust Company, National Association, as trustee. The 2033 Notes will mature on February 1, 2033. The 2052 Notes will mature on April 15, 2052. Interest on the 2033 Notes will be payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2022. Interest on the 2052 Notes will be payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2022. Interest on the Notes will accrue from April 6, 2022. The Company may redeem all or a part of the Notes at any time at the applicable redemption prices.
Upon the occurrence of an event of default under the Indenture, which includes payment defaults, defaults in the performance of affirmative and negative covenants and bankruptcy and insolvency related defaults, the obligations of the Company under the Notes may be accelerated, in which case the entire principal amount of the Notes would be immediately due and payable.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Company expects to use the proceeds from the Offering to fund the purchase, for cash, of all of the outstanding 5 7/8% Senior Notes due 2026 (the “2026 Notes”) of Targa Resources Partners LP, a Delaware limited partnership and wholly-owned subsidiary of the Company, pursuant to a previously announced tender offer (the “Tender Offer”) or to fund the redemption of any 2026 Notes not purchased in the Tender Offer, with the remaining net proceeds to be used to repay a portion of the amounts outstanding under the Company’s revolving credit facility. Certain of the underwriters or their affiliates are lenders under the Company’s revolving credit facility and may hold positions in the outstanding 2026 Notes. Accordingly, any such underwriters and/or their affiliates will receive a portion of the net proceeds from the Offering. Additionally, certain of the underwriters or their respective affiliates have performed investment banking, financial advisory and commercial banking services for the Company and certain of the Company’s affiliates, for which they have received customary compensation, and they may continue to do so in the future. The Company’s affiliates have entered into, and may in the future enter into, derivative financial transactions with certain of the underwriters or their respective affiliates on terms it believes to be customary in connection with these transactions.
On March 23, 2022, the Company issued a news release announcing the pricing of the Offering. A copy of the news release is attached hereto, furnished as Exhibit 99.1 and incorporated in this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
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 25, 2022 | By: | /s/ Jennifer R. Kneale | ||||
| Jennifer R. Kneale | ||||||
| Chief Financial Officer | ||||||