Item 1.01
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Entry into a Material Definitive Agreement.
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Purchase Agreement
On
January 10, 2019, Targa Resources Partners LP (the Partnership), a subsidiary of Targa Resources Corp., 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 Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as representative of the several initial purchasers listed in Schedules 1A and 1B thereto (the Initial Purchasers), pursuant to which the Issuers agreed to issue and sell to the Initial Purchasers
(the Offering) $1,500,000,000 in aggregate principal amount of senior unsecured notes, consisting of $750,000,000 of the Issuers 6 1/2% senior unsecured notes due 2027 (the 2027 Notes) and $750,000,000 of the
Issuers 6 7/8% senior unsecured notes due 2029 (the 2029 Notes and, together with the 2027 Notes, the Notes). Each series of the Notes was priced at par, and the Offering is expected to result in net proceeds to the
Issuers of $1,488,500,000.
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.
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 may use a portion of the net proceeds from the Offering to repay borrowings under its
credit facilities. Because certain of the Initial Purchasers or their affiliates are lenders under the Partnerships credit facilities, such Initial Purchasers and affiliates may receive a portion of any net proceeds from the Offering used to
repay its credit facilities. The Partnership has entered into commodity swap transactions with certain of the Initial Purchasers with terms 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 reference to the full text of the Purchase Agreement, which is
filed herewith as Exhibit 10.1 and is incorporated herein by reference.