| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 9, 2023, 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) $1 billion aggregate principal amount of the Company’s 6.150% Senior Notes due 2029 (the “2029 Notes”) and (ii) $1 billion aggregate principal amount of the Company’s 6.500% Senior Notes due 2034 (the “2034 Notes” and, together with the 2029 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 Seventh Supplemental Indenture, dated as of November 9, 2023 (the “Seventh 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 Company used a portion of the net proceeds from the Offering to repay $1 billion in borrowings under its term loan facility. The Company expects the remaining net proceeds from the Offering to be used for general corporate purposes, including to repay borrowings under its unsecured commercial paper note program. Other general corporate purposes may include repayment of other indebtedness, capital expenditures, additions to working capital and investments in its subsidiaries.
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 (as may be amended from time to time, the “Registration Statement”), as supplemented by the Prospectus Supplement, dated November 6, 2023, relating to the Securities (the “Prospectus Supplement”), filed with the U.S. Securities and Exchange Commission on November 8, 2023. 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 Seventh 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. An affiliate of the Trustee is a lender under the Company’s term loan facility.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
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| 4.1 | | Indenture, dated as of April 6, 2022, among Targa Resources Corp., as issuer, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Targa Resources Corp.’s Current Report on Form 8-K filed April 6, 2022 (File No. 001-34991)). |
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| 4.2 | | Seventh Supplemental Indenture, dated as of November 9, 2023, among Targa Resources Corp., as issuer, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee. |
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| 4.3 | | Form of Notes (included in Exhibit 4.2 hereto). |
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| 5.1 | | Opinion of Vinson & Elkins L.L.P. regarding the legality of the Securities. |
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| 5.2 | | Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C. regarding the legality of the Securities. |
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| 23.1 | | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto). |
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| 23.2 | | Consent of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C. (included in Exhibit 5.2 hereto). |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
