Attached files
file | filename |
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EX-5.1 - EX-5.1 - Targa Resources Corp. | h78214exv5w1.htm |
EX-23.1 - EX-23.1 - Targa Resources Corp. | h78214exv23w1.htm |
As filed with the Securities and Exchange Commission on December 6, 2010
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
TARGA RESOURCES CORP.
(Exact name of registrant as specified in its charter)
Delaware | 4922 | 20-3701075 | ||
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
incorporation or organization) | Classification Code Number) | Identification No.) |
1000 Louisiana, Suite 4300
Houston, Texas 77002
(713) 584-1000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Houston, Texas 77002
(713) 584-1000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Rene R. Joyce
Chief Executive Officer
1000 Louisiana, Suite 4300
Houston, Texas 77002
(713) 584-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Chief Executive Officer
1000 Louisiana, Suite 4300
Houston, Texas 77002
(713) 584-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David P. Oelman | Douglass M. Rayburn | |
Christopher S. Collins | Baker Botts L.L.P. | |
Vinson & Elkins L.L.P. | 2001 Ross Avenue | |
1001 Fannin Street, Suite 2500 | Dallas, Texas 75201 | |
Houston, Texas 77002-6760 | (214) 953-6500 | |
(713) 758-2222 |
Approximate date of commencement of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o
If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. þ File No. 333-169277
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting | |||
(Do not check if a smaller | company o | |||||
reporting company) |
CALCULATION OF REGISTRATION FEE
Proposed Maximum | Proposed Maximum | |||||||||||||||||||||
Title of Each Class of | Amount to be | Offering Price | Aggregate | Amount of | ||||||||||||||||||
Securities To Be Registered | Registered(1) | per Share(2) | Offering Price | Registration Fee(3) | ||||||||||||||||||
Common Stock, par value
$0.001 per share |
3,018,750 | $22.00 | $66,412,500 | $4,735.21 | ||||||||||||||||||
(1) | Includes shares of common stock issuable upon exercise of the underwriters option to purchase additional shares of common stock. | |
(2) | Based upon the public offering price. | |
(3) | The registrant has previously paid $23,676.06 in connection with its Registration Statement on Form S-1 (File No. 333-169277). |
The Registration Statement shall become effective upon filing with the Securities and Exchange
Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Targa Resources Corp., a Delaware corporation, is filing this registration statement with
respect to the registration of additional shares of common stock, par value $0.001 per share,
pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the Securities
Act). The contents of the registration statement on Form S-1 (Registration No. 333-169277),
initially filed with the Securities and Exchange Commission on September 9, 2010, as amended by
Amendment No. 1 thereto filed on October 15, 2010, Amendment No. 2 thereto filed on November 8,
2010, Amendment No. 3 thereto filed on November 12, 2010, Amendment No. 4 thereto filed on November
16, 2010 and Amendment No. 5 thereto filed on November 22, 2010 which was declared effective on
December 6, 2010, including the exhibits thereto, are incorporated herein by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed
herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibit | ||
Number | Description | |
5.1*
|
Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered | |
23.1*
|
Consent of PricewaterhouseCoopers LLP | |
23.2*
|
Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto) | |
24.1
|
Power of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-169277) initially filed with the Commission on September 9, 2010 and incorporated by reference herein) |
* | Filed herewith |
(b) Financial Statement Schedules
None.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Houston, State of Texas, on December 6, 2010.
TARGA RESOURCES CORP. |
||||
By: | /s/ Matthew J. Meloy | |||
Name: | Matthew J. Meloy | |||
Title: | Senior Vice President and Chief Financial Officer | |||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
*
|
Chief Executive Officer and Director (Principal Executive Officer) |
December 6, 2010 | ||
/s/ Matthew J. Meloy
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
December 6, 2010 | ||
*
|
Senior Vice President and Chief Accounting Officer (Principal Financial Officer) |
December 6, 2010 | ||
*
|
Director | December 6, 2010 | ||
*
|
Director | December 6, 2010 | ||
*
|
Director | December 6, 2010 | ||
*
|
Director | December 6, 2010 | ||
*
|
Director | December 6, 2010 | ||
*
|
Director | December 6, 2010 | ||
*By: /s/ Jeffrey J. McParland
Attorney-in-fact |
INDEX TO EXHIBITS
Exhibit | ||
Number | Description | |
5.1*
|
Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered | |
23.1*
|
Consent of PricewaterhouseCoopers LLP | |
23.2*
|
Consent of Vinson & Elkins L.L.P. (included as part of Exhibit 5.1 hereto) | |
24.1
|
Power of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-169277) initially filed with the Commission on September 9, 2010 and incorporated by reference herein) |
* | Filed herewith |