Current Report Filing (8-k)
January 10 2019 - 9:03AM
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): January 10, 2019
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 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:
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Written communications 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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Pre-commencement
communications 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
communications 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 7.01
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Regulation FD Disclosure.
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In connection with the proposed offering of senior notes described in Item 8.01 below, Targa Resources Partners LP (the
Partnership), a subsidiary of Targa Resources Corp. (the Company), prepared a preliminary offering memorandum containing certain recent developments and financial information with respect to the Company and the
Partnership to be distributed to prospective investors in the offering. Excerpts of such developments and financial information are included as Exhibit 99.1 to this Current Report on
Form 8-K and
incorporated into this Item 7.01 by reference.
Certain statements in this Current Report on Form
8-K
are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than statements of historical facts, included in this Current Report on Form
8-K
that address activities, events or developments that the Company 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
Companys control, which could cause results to differ materially from those expected by management of the Company. 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 Companys filings with the Securities and Exchange Commission, including its Annual Report on Form
10-K
for the year ended December 31, 2017, and any subsequently filed Quarterly
Reports on Form
10-Q
and Current Reports on Form
8-K.
The Company does not undertake an obligation to update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.
The information in Item 7.01 of this Current Report on Form 8-K and the attached Exhibit
99.1 is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by
reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
On January 10, 2019, the Partnership issued a press release announcing the commencement of a proposed private offering by the Partnership
and Targa Resources Partners Finance Corporation, as
co-issuers,
of $750 million aggregate principal amount of senior notes due 2027. A copy of the Partnerships press release is filed as Exhibit
99.2 to this Current Report on Form
8-K
and incorporated into this Item 8.01 by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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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 thereunto duly authorized.
Dated: January 10, 2019
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TARGA RESOURCES CORP.
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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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