Item 1.01 |
Entry into a Material Definitive Agreement. |
On April 6, 2022, Targa Resources Corp. (the “Company”), along with certain of its subsidiaries (the “Subsidiary Guarantors”), completed the previously announced underwritten public offering (the “Offering”) of (i) $750,000,000 in aggregate principal amount of the Company’s 4.200% Senior Notes due 2033 (the “2033 Notes”) and (ii) $750,000,000 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 “Guarantees” and, together with the Notes, the “Securities”) so long as such Subsidiary Guarantors satisfy certain conditions. The Securities were issued pursuant to the Indenture, dated as of April 6, 2022 (the “Base Indenture”), as supplemented by that certain First Supplemental Indenture, dated as of April 6, 2022 (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 “Trustee”).
The Offering was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a shelf registration statement on Form S-3ASR (File No. 333-263730) of the Company (the “Registration Statement”), as supplemented by the Prospectus Supplement dated March 23, 2022 relating to the Securities (the “Prospectus Supplement”), filed with the U.S. Securities and Exchange Commission on March 25, 2022. Legal opinions related to the Securities are included as Exhibit 5.1 and Exhibit 5.2 hereto.
The terms of the Securities and the Indenture are further described in the Registration Statement and the Prospectus Supplement under the captions “Description of Debt Securities” and “Description of the Notes,” respectively. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the Base Indenture and the First Supplemental Indenture, copies of which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The Trustee and certain of its affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial and investment banking services for the Company or the Subsidiary Guarantors for which they received or will receive customary fees and expenses. The Trustee is a lender under the Company’s credit facility and an affiliate of the Trustee is an underwriter of the Notes.