Attached files
file | filename |
---|---|
EX-4.1 - EX-4.1 - Targa Resources Partners LP | h75393exv4w1.htm |
EX-4.2 - EX-4.2 - Targa Resources Partners LP | h75393exv4w2.htm |
EX-10.1 - EX-10.1 - Targa Resources Partners LP | h75393exv10w1.htm |
EX-99.1 - EX-99.1 - Targa Resources Partners LP | h75393exv99w1.htm |
Table of Contents
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
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 10, 2010
TARGA RESOURCES PARTNERS LP
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
001-33303 (Commission File Number) |
65-1295427 (IRS Employer Identification No.) |
1000 Louisiana, Suite 4300
Houston, TX 77002
(Address of principal executive office and Zip Code)
Houston, TX 77002
(Address of principal executive office and Zip Code)
(713) 584-1000
(Registrants telephone number, including area code)
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On August 10, 2010, Targa Resources Partners LP (the Partnership) 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 Banc of America
Securities LLC, as representative of the several initial purchasers (the Initial Purchasers),
pursuant to which the Issuers agreed to issue and sell to the Initial Purchasers $250,000,000 in
aggregate principal amount of the Issuers
77/8% senior unsecured notes due 2018 (the Notes). The
Notes were sold at 100.000% of par to yield 7.875% to maturity, resulting in gross proceeds to the
Partnership of $250,000,000.
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 (the Securities
Act).
Indenture
On August 13, 2010, in connection with the issuance of the Notes, the Partnership entered into
an Indenture (the Indenture), among the Issuers, the Guarantors and U.S. Bank National
Association, as trustee (the Trustee).
On August 13, 2010, the Notes were issued pursuant to the Indenture in a transaction exempt
from the registration requirements under the Securities Act. The Notes were resold within the
United States only to qualified institutional buyers in reliance on Rule 144A under the Securities
Act, and outside the United States only to non-U.S. persons in reliance on Regulation S under the
Securities Act.
The Notes will mature on October 15, 2018, and interest is payable on the Notes semi-annually
in arrears on each April 15 and October 15, commencing April 15, 2011. The Notes are guaranteed on
a senior unsecured basis by the Guarantors.
At any time prior to October 15, 2013, the Issuers may redeem up to 35% of the Notes at a
redemption price of 107.875% of the principal amount, plus accrued and unpaid interest to the
redemption date, with the proceeds of certain equity offerings so long as the redemption occurs
within 90 days of completing such equity offering and at least 65% of the aggregate principal
amount of the Notes remains outstanding after such redemption. Prior to October 15, 2014, the
Issuers may redeem some or all of the notes for cash at a redemption price equal to 100% of their
principal amount plus an applicable make-whole premium and accrued and unpaid interest to the
redemption date. On and after October 15, 2014, the Issuers may redeem some or all of the notes at
redemption prices (expressed as percentages of principal amount) equal to 103.938% for the
twelve-month period beginning on October 15, 2014, 101.969% for the twelve-month period beginning
October 15, 2015 and 100.000% beginning on October 15, 2016, plus accrued and unpaid interest to
the redemption date.
The Indenture restricts the Partnerships ability and the ability of certain of its
subsidiaries to: (i) incur additional debt or enter into sale and leaseback transactions; (ii) pay
distributions on, or repurchase, equity interests; (iii) make certain investments; (iv) incur
liens; (v) enter into transactions with affiliates; (vi) merge or consolidate with another company;
and (vii) transfer and sell assets. These covenants are subject to a number of important exceptions
and qualifications. If at any time when the Notes are rated investment grade by both Moodys
Investors Service, Inc. and Standard & Poors Rating Services and no Default (as defined in the
Indenture) has occurred and is continuing, many of such covenants will terminate and the
Partnership and its subsidiaries will cease to be subject to such covenants.
The Indenture provides that each of the following is an Event of Default: (i) default for 30
days in the payment when due of interest on, or liquidated damages, if any, with respect to, the
Notes; (ii) default in the payment when due of the principal of, or premium, if any, on the Notes;
(iii) failure by the Partnership or any Guarantor to make a change of control offer or an asset
sale offer within the requisite time periods, to consummate a purchase of Notes when required under
the Indenture or to comply with certain covenants relating to merger, consolidation or sale of
assets; (iv) failure by the Partnership to comply for 90 days after notice with the provisions of
the Indenture relating to periodic reports of the Partnership as required by the Securities
Exchange Act of 1934; (v) failure by the Partnership or any Guarantor to comply for 60 days after
written notice with any of the other agreements in the Indenture; (vi) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be secured or
evidenced any indebtedness for money borrowed by the Partnership or any of the Partnerships
restricted subsidiaries (or
Table of Contents
the payment of which is guaranteed by the Partnership or any of its restricted subsidiaries),
if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on
such indebtedness prior to the expiration of the grace period provided in such indebtedness on the
date of such default (a Payment Default); or (b) results in the acceleration of such indebtedness
prior to its stated maturity, and, in each case, the principal amount of any such indebtedness,
together with the principal amount of any other such indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates in excess of 3.0% of
the Partnerships consolidated net tangible assets, provided, however, that if, prior to any
acceleration of the Notes, (a) any such Payment Default is cured or waived, (b) any such
acceleration of such indebtedness is rescinded, or (c) such indebtedness is repaid during the 30
day period commencing upon the end of any applicable grace period for such Payment Default or the
occurrence of such acceleration of such indebtedness, as applicable, any default or event of
default (but not any acceleration of the notes) caused by such Payment Default or acceleration of
such indebtedness shall automatically be rescinded, so long as such rescission does not conflict
with any judgment, decree or applicable law; (vii) failure by either Issuer or any of the
Partnerships restricted subsidiaries to pay final judgments aggregating in excess of 3.0% of the
Partnerships consolidated net tangible assets, which judgments are not paid, discharged or stayed
for a period of 60 days; (viii) except as permitted by the Indenture, any subsidiary guarantee
shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor, or any person acting on behalf of any
Guarantor, shall deny or disaffirm its obligations under its guarantee of the Notes; and (ix)
certain events of bankruptcy or insolvency described in the Indenture with respect to the Issuers
or any of the Partnerships significant subsidiaries or any group of restricted subsidiaries that,
taken as a whole, would constitute a significant subsidiary. In the case of an Event of Default
arising from certain events of bankruptcy or insolvency with respect to either Issuer, all
outstanding Notes will become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in
principal amount of the then outstanding Notes may declare all the notes to be due and payable
immediately.
Registration Rights Agreement
On August 13, 2010, in connection with the issuance of the Notes, the Partnership entered into
a Registration Rights Agreement among the Issuers, the Guarantors and the Initial Purchasers.
Pursuant to the Registration Rights Agreement, unless the restrictive legend has been removed from
the Notes and the Notes are freely tradable pursuant to Rule 144 under the Securities Act as of the
370th day following the issuance of the Notes, the Issuers and the Guarantors will file an exchange
offer registration statement with the SEC with respect to an offer to exchange the Notes for
substantially identical notes that are registered under the Securities Act. Under some
circumstances, in lieu of a registered exchange offer, the Partnership and the Guarantors have
agreed to file a shelf registration statement with respect to the Notes and to use their respective
commercially reasonable efforts to keep the shelf registration statement effective until the
restrictive legend has been removed and the Notes are freely tradable under Rule 144 or the sale
pursuant to the shelf registration statement of all of the Notes registered thereunder. The Issuers
and the Guarantors are required to pay additional interest if they fail to comply with their
obligations to exchange or register the Notes within the specified time periods.
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. Banc of America Securities LLC was co-lead arranger, administrative agent and
co-documentation agent under the Partnerships senior secured credit facility and affiliates of
each of the Initial Purchasers, other than Daiwa Capital Markets America Inc., are lenders under
the senior secured credit facility. Daiwa Capital Markets America Inc. has a commercial
relationship with a lender under the senior secured credit facility. The Partnership has repaid a
portion of the outstanding borrowings under this facility using the proceeds of the Notes offering
and, accordingly, such Initial Purchasers and affiliates have received a substantial portion of the
proceeds from the Notes offering. In addition, certain of the Initial Purchasers acted as
underwriters in connection with the Partnerships August 2010 equity offering and received
customary compensation. In addition, affiliates of Banc of America Securities LLC own an
approximate 6.5% fully diluted indirect ownership interest in Targa Resources, Inc., an affiliate
of the Partnership. The Partnership has entered into swap transactions with affiliates of Banc of
America Securities LLC and certain of the other Initial Purchasers and has agreed to pay these
counter parties a fee in an amount the Partnership believes to be customary in connection with
these transactions. U.S. Bancorp Investments, Inc. is an affiliate of the trustee under the
indentures for the Notes as well as the Issuers 81/4% senior unsecured notes due 2016 and 111/4%
senior unsecured notes due 2017.
The descriptions set forth above in Item 1.01 are qualified in their entirety by the Purchase
Agreement, the Indenture and the Registration Rights Agreement, which are filed herewith as
Exhibits 10.1, 4.1 and 4.2 and are incorporated herein by reference.
Table of Contents
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 2.03 of this Current Report on Form 8-K.
Item 8.01 Other Events.
On August 10, 2010, the Partnership issued a press release announcing the pricing of the
Notes. A copy of the Partnerships press release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated by reference into this Item 8.01.
The press release shall not constitute an offer to sell or the solicitation of an offer to
buy, nor shall there be any sale of these securities in any state in which the offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of
any such state.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit Number | Description | |
4.1
|
Indenture dated as of August 13, 2010 among the Issuers and the Guarantors and U.S. Bank National Association, as trustee. | |
4.2
|
Registration Rights Agreement dated as of August 13, 2010 among the Issuers, the Guarantors and Banc of America Securities LLC, as representative of the several initial purchasers. | |
10.1
|
Purchase Agreement dated as of August 10, 2010 among the Issuers, the Guarantors and Banc of America Securities LLC, as representative of the several initial purchasers. | |
99.1
|
Press release dated August 10, 2010, announcing the pricing of the Notes. |
Table of Contents
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.
TARGA RESOURCES PARTNERS LP
By: Targa Resources GP LLC, its general partner |
||||
Dated: August 16, 2010 | By: | /s/ Jeffrey J. McParland | ||
Jeffrey J. McParland | ||||
Executive Vice President and Chief Financial Officer |
Table of Contents
INDEX TO EXHIBITS
Exhibit Number | Description | |
4.1
|
Indenture dated as of August 13, 2010 among the Issuers and the Guarantors and U.S. Bank National Association, as trustee. | |
4.2
|
Registration Rights Agreement dated as of August 13, 2010 among the Issuers, the Guarantors and Banc of America Securities LLC, as representative of the several initial purchasers. | |
10.1
|
Purchase Agreement dated as of August 10, 2010 among the Issuers, the Guarantors and Banc of America Securities LLC, as representative of the several initial purchasers. | |
99.1
|
Press release dated August 10, 2010, announcing the pricing of the Notes. |