Current Report Filing (8-k)
March 03 2017 - 4:23PM
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): March 1, 2017
TARGA RESOURCES CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34991
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20-3701075
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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 Number)
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1000 Louisiana, Suite 4300
Houston, Texas 77002
(Address of principal executive office) (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:
☐ Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
Targa Resources Partners LP (the Partnership), a subsidiary of Targa Resources Corp. (the Company), previously
announced that it had entered into a Membership Interest Purchase and Sale Agreement with Outrigger Delaware Midstream, LLC (the Outrigger Delaware Purchase Agreement), a Membership Interest Purchase and Sale Agreement with Outrigger
Energy, LLC (the Outrigger Energy Purchase Agreement) and a Membership Interest Purchase and Sale Agreement with Outrigger Midland Midstream, LLC (the Outrigger Midland Purchase Agreement and together with the Outrigger
Delaware Purchase Agreement and Outrigger Energy Purchase Agreement, the Purchase Agreements), pursuant to which the Company agreed to acquire 100% of the membership interests of Outrigger Delaware Operating, LLC (Outrigger
Delaware Operating), Outrigger Southern Delaware Operating, LLC (Outrigger Southern Delaware Operating and together with Outrigger Delaware Operating, Outrigger Delaware) and Outrigger Midland Operating, LLC
(Outrigger Midland and together with Outrigger Delaware, Outrigger and such transaction, the Permian Acquisition). Outrigger Delawares gas gathering and processing and crude gathering systems are located in
Loving, Winkler and Ward counties. Outrigger Midlands gas gathering and processing and crude gathering systems are located in Howard, Martin and Borden counties.
On March 1, 2017 and in accordance with the Purchase Agreements, the Company completed the Permian Acquisition. At the closing, the
Company paid approximately $484 million (including certain closing date adjustments) in cash and will pay $90 million within 90 days of closing (collectively, the initial purchase price). Subject to certain performance-linked
measures and other conditions, additional cash of up to $935 million may be received by the owners of Outrigger Delaware and Outrigger Midland in
earn-out
payments in 2018 and 2019. The Company used cash
on hand, cash funded through borrowings under the Partnerships senior secured revolving credit facility and proceeds from the Companys issuance of common stock in January 2017 to fund the initial purchase price for the Permian
Acquisition.
The purchase price was determined based on arms length negotiations. Prior to the Permian Acquisition, there were no
material relationships between the equityholders of Outrigger prior to the closing, on the one hand, and the Company or any of its affiliates, directors, officers or any associate of such directors or officers, on the other hand.
The description of the Purchase Agreements set forth above in Item 1.01 is qualified in its entirety by the Purchase Agreements, which are
filed herewith as Exhibit 2.1, Exhibit 2.2, and Exhibit 2.3, respectively, and are incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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2.1*
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Membership Interest Purchase and Sale Agreement, dated January 22, 2017, by and between Targa Resources Partners LP and Outrigger Delaware Midstream, LLC (incorporated by reference to Exhibit 2.1 to Targa Resources Corp.s
Current Report on Form
8-K
filed January 23, 2017 (File
No. 001-34991)).
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2.2*
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Membership Interest Purchase and Sale Agreement, dated January 22, 2017, by and between Targa Resources Partners LP and Outrigger Energy, LLC (incorporated by reference to Exhibit 2.2 to Targa Resources Corp.s Current
Report on Form
8-K
filed January 23, 2017 (File
No. 001-34991)).
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2.3*
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Membership Interest Purchase and Sale Agreement, dated January 22, 2017, by and between Targa Resources Partners LP and Outrigger Midland Midstream, LLC (incorporated by reference to Exhibit 2.3 to Targa Resources Corp.s
Current Report on Form
8-K
filed January 23, 2017 (File
No. 001-34991)).
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*
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The schedules have been omitted pursuant to Item 601(b)(2) of Regulation
S-K
and will be provided to the Securities and Exchange Commission upon request.
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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 hereunto duly authorized.
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TARGA RESOURCES CORP.
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Date: March 3, 2017
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By:
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/s/ Matthew J. Meloy
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Matthew J. Meloy
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Executive Vice President and Chief Financial Officer
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Exhibit Index
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Exhibit
Number
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Description
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2.1*
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Membership Interest Purchase and Sale Agreement, dated January 22, 2017, by and between Targa Resources Partners LP and Outrigger Delaware Midstream, LLC (incorporated by reference to Exhibit 2.1 to Targa Resources Corp.s
Current Report on Form
8-K
filed January 23, 2017 (File
No. 001-34991)).
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2.2*
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Membership Interest Purchase and Sale Agreement, dated January 22, 2017, by and between Targa Resources Partners LP and Outrigger Energy, LLC (incorporated by reference to Exhibit 2.2 to Targa Resources Corp.s Current
Report on Form
8-K
filed January 23, 2017 (File
No. 001-34991)).
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2.3*
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Membership Interest Purchase and Sale Agreement, dated January 22, 2017, by and between Targa Resources Partners LP and Outrigger Midland Midstream, LLC (incorporated by reference to Exhibit 2.3 to Targa Resources Corp.s
Current Report on Form
8-K
filed January 23, 2017 (File
No. 001-34991)).
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*
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The schedules have been omitted pursuant to Item 601(b)(2) of Regulation
S-K
and will be provided to the Securities and Exchange Commission upon request.
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