Item 1.01
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Entry into a Material Definitive Agreement.
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Purchase Agreement
On September 22, 2016, Targa Resources Partners LP (the Partnership) 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 Wells Fargo Securities, LLC, as representative of the several initial purchasers listed in Schedule 1A and Schedule 1B 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 5.125% senior unsecured notes due 2025 and 5.375% senior unsecured notes due 2027 (collectively, the Notes). The
Notes were sold at par, resulting in gross proceeds to the Partnership of $992,500,000.
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, together with cash on hand and
borrowings under its senior secured credit facility, if needed, to fund three concurrent cash tender offers (the Tender Offers) to purchase for cash, subject to certain conditions, up to $1,000,000,000 in aggregate purchase price,
excluding accrued interest, of its 5% senior notes due 2018 (the 2018 Notes), 6.625% senior notes due 2020 (the 2020 Notes) and 6.875% senior notes due 2021 (the 2021 Notes and together with the 2018 Notes and the
2020 Notes, the Tender Notes). The tender offers regarding the 2020 Notes and 2021 Notes are subject to $225.0 million and $325.0 million caps, respectively. The Tender Offers are being made pursuant to an Offer to Purchase dated
September 22, 2016. Certain of the Initial Purchasers or their affiliates may be holders of the Tender Notes and, accordingly, such Initial Purchasers and affiliates may receive a portion of the proceeds from the Offering in respect of such
Tender Notes. To the extent that the Tender Offers are not completed or the net proceeds of the Offering exceed the amount needed to fund the Tender Offers, the Partnership may use the remaining net proceeds from the Offering for general partnership
purposes, which may include redemptions or repurchases of its outstanding notes, reducing borrowings under its senior secured credit facility, 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 senior secured credit facility, in the event that the net proceeds from the Offering are used to reduce borrowings under the Partnerships senior
secured credit facility, 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 Exhibits 10.1 and is incorporated herein by reference.