Targa Resources Partners LP (“Targa Resources Partners” or the
“Partnership”), a subsidiary of Targa Resources Corp. (NYSE:TRGP),
announced today that it has commenced offers to purchase for cash
(collectively, the “Tender Offers” and each, a “Tender Offer”) its
outstanding senior notes listed in the following table
(collectively, the “Notes”), upon the terms and conditions
described in the Partnership’s Offer to Purchase dated September
22, 2016 (the “Offer to Purchase”).
|
|
|
|
|
|
Dollars per $1,000 Principal Amount of
Notes |
Issuer(1) |
Title of Notes |
CUSIP Number |
Aggregate Principal Amount
Outstanding |
Acceptance Priority Level |
Sub-Cap (Principal Amount of
Notes) |
Tender Offer Consideration (2) |
Early Tender Premium |
Total Consideration (2)(3) |
Targa
Resources Partners LP |
5% Senior
Notes due 2018 |
87612BAT9 |
$ |
733,622,000 |
|
1 |
N/A |
$ |
1,005.00 |
|
$ |
30 |
|
$ |
1,035.00 |
|
Targa
Resources Partners LP |
6.625%
Senior Notes due 2020 |
87612BAV4 |
$ |
309,877,000 |
|
2 |
$ |
225,000,000 |
|
$ |
1,007.10 |
|
$ |
30 |
|
$ |
1,037.10 |
|
Targa
Resources Partners LP |
6.875%
Senior Notes due 2021 |
87612BAH5 |
$ |
478,576,000 |
|
3 |
$ |
325,000,000 |
|
$ |
1,008.50 |
|
$ |
30 |
|
$ |
1,038.50 |
|
__________________ |
|
|
|
|
|
|
|
|
(1) Targa Resources Partners Finance Corporation, a wholly
owned subsidiary of Targa Resources Partners LP, is a co-issuer of
each series of the Notes. |
(2) Does not include Accrued Interest, which will also be
payable as provided herein. |
(3) Includes the Early Tender Premium. |
|
Specifically, the Partnership is offering to purchase an
aggregate principal amount of Notes that will not result in an
aggregate amount that all holders of the Notes are entitled to
receive in the Tender Offers, excluding accrued and unpaid
interest, that exceeds $800,000,000 (such purchase price, as it may
be increased by the Partnership, the “Aggregate Maximum Purchase
Price”).
Subject to the Aggregate Maximum Purchase Price,
the amount of a series of Notes that is purchased in the Tender
Offers on any settlement date will be based on the order of
priority set forth in the above table (with 1 being the highest
Acceptance Priority Level and 3 being the lowest Acceptance
Priority Level), subject to the proration arrangements applicable
to the Tender Offers. In addition, no more than $225.0 million of
the Partnership’s 6.625% Senior Notes due 2020 (subject to increase
by the Partnership, the “2020 Notes Sub-Cap”) and $325.0 million of
the Partnership’s 6.875% Senior Notes due 2021 (subject to increase
by the Partnership, the “2021 Notes Sub-Cap” and, together with the
2020 Notes Sub-Cap, the “Sub-Caps”) will be purchased in the Tender
Offers.
The Tender Offers will expire at 12:00 midnight,
New York City time, at the end of the day on October 20, 2016,
unless extended or earlier terminated by the Partnership (the
“expiration date”). No tenders submitted after the expiration date
will be valid. Subject to the terms and conditions of the Tender
Offers, the consideration for each $1,000 principal amount of the
Notes validly tendered and accepted for purchase pursuant to the
Tender Offers will be the applicable Tender Offer Consideration set
forth in the above table. Holders of Notes that are validly
tendered prior to 5:00 p.m., New York City time, on October 5, 2016
(subject to extension, the “early tender date”) and accepted for
purchase pursuant to the applicable Tender Offer will receive the
applicable Total Consideration set forth in the above table, which
includes the applicable Tender Offer Consideration plus the
applicable Early Tender Premium. Holders of Notes tendering their
Notes after the early tender date will not be eligible to receive
the Early Tender Premium. All Notes validly tendered and accepted
for purchase pursuant to the Tender Offers will also receive
accrued and unpaid interest on such Notes from the last interest
payment date with respect to those Notes to, but not including, the
applicable settlement date.
Tendered Notes may be withdrawn from the Tender
Offers prior to 5:00 p.m., New York City time, on October 5, 2016,
unless extended by the Partnership (the “withdrawal deadline”).
Holders of Notes who tender their Notes after the withdrawal
deadline, but prior to the expiration date, may not withdraw their
tendered Notes. The Partnership reserves the right, but is under no
obligation, to increase the Aggregate Maximum Purchase Price or
either Sub-Cap at any time, subject to applicable law. If the
Partnership increases the Aggregate Maximum Purchase Price or
either Sub-Cap, it does not expect to extend the withdrawal
deadline, subject to applicable law.
The Partnership reserves the right, but is under no
obligation, on any date following the early tender date and before
the expiration date, to accept for purchase any Notes validly
tendered prior to the early tender date. The early settlement date
will be determined at the Partnership’s option and is currently
expected to occur on October 6, 2016, subject to all conditions to
the Tender Offers having been either satisfied or waived by the
Partnership as of the early settlement date. The Partnership will
purchase any remaining Notes that have been validly tendered and
accepted in the Tender Offers prior to the expiration date promptly
following the expiration date. The final settlement date is
expected to occur on the first business day following the
expiration date.
Subject to the Aggregate Maximum Purchase Price,
the Sub-Caps and proration, the Partnership will accept Notes for
purchase in the Tender Offers in the following order:
(i) with respect to Notes validly tendered prior to the early
tender date, all Notes having a higher Acceptance Priority Level
will be accepted before any Notes validly tendered prior to the
early tender date having a lower Acceptance Priority Level are
accepted in the Tender Offers; and
(ii) with respect to Notes validly tendered after the early
tender date, all Notes having a higher Acceptance Priority Level
will be accepted before any Notes validly tendered after the early
tender date having a lower Acceptance Priority Level are accepted
in the Tender Offers.
If an aggregate principal amount of Notes is
validly tendered by the early tender date such that the aggregate
purchase price for such Notes equals or exceeds the Aggregate
Maximum Purchase Price, holders who validly tender Notes after the
early tender date will not have any of their Notes accepted for
purchase. Notes validly tendered prior to the early tender date
will be accepted for purchase in priority to Notes validly tendered
after the early tender date, even if Notes validly tendered after
the early tender date have a higher Acceptance Priority Level than
Notes validly tendered prior to the early tender date. Acceptance
for tenders of Notes of a series may be subject to proration if the
aggregate principal amount of such series of Notes validly tendered
would result in an aggregate purchase price that exceeds the
Aggregate Maximum Purchase Price. Acceptance for tenders of the
6.625% Senior Notes due 2020 and the 6.875% Senior Notes due 2021
may be subject to proration if the aggregate principal amount of
such Notes validly tendered and not validly withdrawn is greater
than the applicable Sub-Cap.
The Tender Offers are not conditioned upon the
tender of any minimum principal amount of Notes of any series.
However, the Tender Offers are subject to, and conditioned upon,
the satisfaction or waiver of certain conditions described in the
Offer to Purchase, including the Partnership’s completion of the
senior notes offering announced earlier today on terms and
conditions (including, but not limited to the amount of proceeds
raised in such offering) satisfactory to the Partnership.
The Partnership intends to fund the Tender Offers,
including accrued and unpaid interest and fees and expenses payable
in connection with the Tender Offers, with proceeds from the senior
notes offering, and to the extent necessary, cash on hand and
borrowings under its revolving credit facility.
The purpose of the Tender Offers is to retire debt.
If the Tender Offers are not consummated, or if the amount of Notes
accepted for purchase in the Tender Offers results in the payment
of less than the Aggregate Maximum Purchase Price, the Offeror may
use the remaining amount of proceeds from the Notes Offering
originally intended to fund all or a portion of the Tender Offers,
to repay or retire any of the Notes or other outstanding debt in
future transactions or for other general partnership purposes.
Wells Fargo Securities, LLC is the Dealer Manager
in the Tender Offers. D.F. King & Co., Inc. (“D.F. King”) has
been retained to serve as both the Tender Agent and Information
Agent for the Tender Offers. Persons with questions regarding the
Tender Offers should contact Wells Fargo Securities, LLC at (toll
free) (866) 309-6316 or (collect) (704) 410-4760. Requests for the
Offer to Purchase should be directed to D.F. King at (toll free)
(866) 342-4882 or (collect) (212) 269-5550 or
targa@dfking.com.
This press release is neither an offer to purchase
nor a solicitation of an offer to sell any Notes in the Tender
Offers. 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 the pending senior 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.
About Targa Resources Partners
LP
Targa Resources Partners LP is a Delaware limited partnership
formed in October 2006 by its parent, Targa Resources Corp. ("TRC"
or the "Company"), to own, operate, acquire and develop a
diversified portfolio of complementary midstream energy assets. On
February 17, 2016 TRC completed the acquisition of all outstanding
common units of the Partnership. Targa Resources Corp. is a leading
provider of midstream services and is one of the largest
independent midstream energy companies in North America. TRC owns,
operates, acquires, and develops a diversified portfolio of
complementary midstream energy assets. The Company is primarily
engaged in the business of: gathering, compressing, treating,
processing, and selling natural gas; storing, fractionating,
treating, transporting, and selling NGLs and NGL products,
including services to LPG exporters; gathering, storing, and
terminaling crude oil; storing, terminaling, and selling refined
petroleum products.
The principal executive offices of Targa Resources Partners LP
are located at 1000 Louisiana, Suite 4300, 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 the federal securities laws. 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
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.
Investor contact:
713-584-1133
Jennifer Kneale
Vice President - Finance
Matthew Meloy
Executive Vice President and Chief Financial Officer
Targa Resources (NYSE:TRGP)
Historical Stock Chart
From Mar 2024 to Apr 2024
Targa Resources (NYSE:TRGP)
Historical Stock Chart
From Apr 2023 to Apr 2024