Current Report Filing (8-k)
06 April 2018 - 10:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 5, 2018
TARGA RESOURCES PARTNERS LP
(Exact name of registrant as specified in its charter)
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Delaware
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001-33303
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65-1295427
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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811 Louisiana St, Suite 2100
Houston, TX 77002
(Address of principal executive office and Zip Code)
(713)
584-1000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (
see
General Instruction A.2. below):
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☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communication pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communication pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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).
Emerging growth company ☐
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 1.01
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Entry into a Material Definitive Agreement.
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Purchase Agreement
On April 5, 2018, Targa Resources Partners LP (the Partnership), a subsidiary of Targa Resources Corp., entered into a
Purchase Agreement (the Purchase Agreement), among the Partnership, its wholly-owned subsidiary, Targa Resources Partners Finance Corporation (Finance Corp and, together with the Partnership, the Issuers), certain
subsidiary guarantors named therein (the Guarantors) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers listed in Schedule 1 thereto (the Initial Purchasers),
pursuant to which the Issuers agreed to issue and sell to the Initial Purchasers (the Offering) $1,000,000,000 in aggregate principal amount of the Issuers 5.875% senior unsecured notes due 2026 (the Notes). The Notes
were priced at par, and are expected to result in net proceeds to the Partnership of $992,250,000.
The Purchase Agreement contains
customary representations and warranties of the parties and indemnification and contribution provisions under which the Issuers and the Guarantors, on the one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other
against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act).
Relationships
The Initial Purchasers or their respective affiliates have performed investment banking, financial advisory and commercial banking
services for the Partnership and certain of its affiliates, for which they have received customary compensation, and they may continue to do so in the future. The Partnership intends to use the net proceeds from the Offering to repay borrowings
under its credit facilities and for general partnership purposes, which may include redemptions or repurchases of its outstanding senior notes, repaying other indebtedness, working capital and funding capital expenditures and acquisitions. Because
certain of the Initial Purchasers or their affiliates are lenders under the Partnerships credit facilities, such Initial Purchasers and affiliates may receive a portion of the proceeds from the Offering. The Partnership has entered into swap
transactions with certain of the Initial Purchasers and has agreed to pay these counterparties a fee in an amount the Partnership believes to be customary in connection with these transactions.
The description set forth above in Item 1.01 is qualified in its entirety by the Purchase Agreement, which is filed herewith as Exhibit 10.1
and is incorporated herein by reference.
On April 5, 2018, the Partnership issued a press release announcing
its commencement of the Offering. A copy of the Partnerships press release is filed as Exhibit 99.1 hereto and is incorporated by reference into this Item 8.01.
Also on April 5, 2018, the Partnership issued a press release announcing the pricing of the Notes. A copy of the Partnerships press
release is filed as Exhibit 99.2 hereto and is incorporated by reference into this Item 8.01.
Each of the press releases 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 of such securities would be unlawful prior to registration or qualification
under the securities laws of any such state.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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10.1
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Purchase Agreement dated as of April 5, 2018, among the Issuers, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several initial purchasers.
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99.1
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Press release dated April 5, 2018, announcing the commencement of the Offering.
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99.2
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Press release dated April 5, 2018, announcing the pricing of the Notes.
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1
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.
Dated: April 6, 2018
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TARGA RESOURCES PARTNERS LP
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By:
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Targa Resources GP LLC,
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its general partner
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By:
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/s/ Jennifer R. Kneale
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Jennifer R. Kneale
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Chief Financial Officer
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