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8-K - FORM 8-K - Targa Resources Partners LP | h79095e8vk.htm |
EX-99.1 - EX-99.1 - Targa Resources Partners LP | h79095exv99w1.htm |
Exhibit 99.2
Targa Resources Partners LP Announces Offer to Exchange
Outstanding 111/4% Senior Notes due 2017 for New Notes and Cash
Outstanding 111/4% Senior Notes due 2017 for New Notes and Cash
HOUSTON, January 19, 2010 Targa Resources Partners LP (Targa Resources Partners or the
Partnership) (NYSE: NGLS) and its subsidiary Targa Resources Partners Finance Corporation
(collectively, the Issuers) announced today the commencement of a private exchange offer (the
Exchange Offer) to certain Eligible Holders (as defined below) in respect of any and all
outstanding 111/4% Senior Notes due 2017 (CUSIP No. 87612BAD4) (the Old Notes)
for
67/8% Senior Notes
due 2021 (the New Notes) to be issued by the Issuers and cash, and a solicitation of consents
(the Consent Solicitation). The New Notes are expected to be fungible with the $325 million in
aggregate principal amount of 67/8%
Senior Notes due 2021 that the Issuers expect to issue on
February 2, 2011 (the Original 2021 Notes). The New Notes will bear interest at a
rate of 67/8%
per year from February 2, 2011 to, but excluding, February 1, 2021, when they will mature. The
Issuers will pay interest on the New Notes on February 1 and August 1 of each year, beginning on
August 1, 2011. The New Notes will be unsecured and will rank equally in right of payment with all
of the Issuers other unsecured and unsubordinated indebtedness.
The Exchange Offer and Consent Solicitation are being conducted upon the terms and subject to the
conditions set forth in a confidential exchange offering memorandum and consent solicitation
statement (the Exchange Offering Memorandum) dated January 19, 2011, and the related letter of
transmittal and consent (the Letter of Transmittal and Consent). The Exchange Offer and Consent
Solicitation are only being made, and copies of the offering documents will only be made available,
(1) to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933,
as amended (the Securities Act), in a private transaction in reliance upon the exemption from the
registration requirements of the Securities Act provided by Section 4(2) thereof and (2) outside
the United States, to persons other than U.S. persons as defined in Rule 902 under the Securities
Act in offshore transactions in compliance with Regulation S under the Securities Act (each, an
Eligible Holder).
The following table summarizes the material pricing terms for the Exchange Offer and Consent
Solicitation for each $1,000 principal amount of Old Notes tendered in the Exchange Offer:
Title of | Aggregate | |||||||||
Series / | Maturity | Principal Amount | Exchange | Total Exchange | ||||||
CUSIP Number | Date | Outstanding | Price(1) | Consent Payment(1) | Price(1)(2) | |||||
111/4% Senior Notes
due 2017 /
87612BAD4
|
02/15/2017 | $231,280,000 | $1,000 principal amount of New Notes and a cash amount of $145.00 | Cash amount of $30.00 | $1,000 principal amount of New Notes and a cash amount of $175.00 |
(1) | Per $1,000 principal amount of Old Notes and excluding accrued and unpaid interest, which will be paid in addition to the Total Exchange Price, as applicable. | |
(2) | Includes the Consent Payment. |
Eligible Holders of Existing Notes who validly tender their Old Notes and deliver Consents (as
defined below) at or prior to 5:00 p.m., New York City time, on February 1, 2011, subject to any
extension by the Issuers (the Consent Date), will receive $1,000 principal amount of New Notes
and a cash payment in the amount of $175.00 per $1,000 principal amount of Old Notes tendered.
Eligible Holders who tender after the Consent Date but at or prior to Midnight, New York City time,
on February 15, 2011, subject to any extension by the Issuers (the Expiration Date), will be
eligible to receive only the exchange price set out in the table above.
The Exchange Offer and Consent Solicitation are subject to certain conditions, including the
issuance of the Original 2021 Notes and receipt of consents (the Consents) to certain proposed
amendments (the Proposed Amendments) to the indenture under which the Old Notes were issued (the
Old Notes Indenture) from holders of at least a majority of the outstanding principal amount of
the Old Notes. The Proposed Amendments would eliminate substantially all of the restrictive
covenants and certain events of default contained in the Old Notes Indenture.
Tenders of Old Notes in the Exchange Offer and Consents delivered in the Consent Solicitation may
be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on February 1, 2011,
provided that the Issuers may extend the Consent Date without extending the deadline by which Old
Notes tendered and Consents delivered may be validly withdrawn (the Withdrawal Date). Old Notes
tendered or Consents delivered after the Withdrawal Date may not be withdrawn, except where
additional withdrawal rights are required by law.
The complete terms and conditions of the Exchange Offer and Consent Solicitation are set forth in
the Exchange Offering Memorandum and related Letter of Transmittal and Consent, which will only be
distributed to Eligible Holders who complete and return a letter of eligibility confirming that
they are Eligible Holders. Holders of Old Notes who desire a copy of the letter of eligibility may
contact D.F. King & Co., Inc., the information agent and exchange agent for the Exchange Offer and
Consent Solicitation, at (800) 859-8508 (toll free) or (212) 269-5550 (banks and brokers).
The New Notes have not been registered under the Securities Act, or any state securities laws, and
unless so registered, the New Notes may not be offered or sold in the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. The New Notes are expected to be eligible for
trading by qualified institutional buyers under Rule 144A and non-US persons under Regulation S.
This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any of
the New Notes, Original 2021 Notes or Old Notes, except as required by law. This announcement must
be read in conjunction with the Exchange Offering Memorandum and the related Letter of Transmittal
and Consent.
Forward-Looking Statements
Certain statements in this release 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 release that address activities, events or developments that the Partnership 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 Targa Resources Partners control, which could cause results to differ materially from those expected by management of Targa Resources Partners. 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 and
Certain statements in this release 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 release that address activities, events or developments that the Partnership 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 Targa Resources Partners control, which could cause results to differ materially from those expected by management of Targa Resources Partners. 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 and
natural gas liquids, 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 Partnerships Annual Report on Form 10-K for the year ended December 31, 2009 and other
reports filed with the Securities and Exchange Commission. Targa Resources Partners undertakes no
obligation to update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
Investor contact:
713-584-1133
713-584-1133
Anthony Riley
Director Finance / Investor Relations
Director Finance / Investor Relations
Matthew Meloy
Senior Vice President, Chief Financial Officer and Treasurer
Senior Vice President, Chief Financial Officer and Treasurer