Attached files
file | filename |
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8-K - FORM 8-K - Targa Resources Partners LP | h79417e8vk.htm |
EX-5.1 - EX-5.1 - Targa Resources Partners LP | h79417exv5w1.htm |
EX-4.3 - EX-4.3 - Targa Resources Partners LP | h79417exv4w3.htm |
EX-4.2 - EX-4.2 - Targa Resources Partners LP | h79417exv4w2.htm |
EX-4.1 - EX-4.1 - Targa Resources Partners LP | h79417exv4w1.htm |
Exhibit 99.1
1000 Louisiana, Suite 4300 Houston, TX 77002 713.584.1000 |
Targa Resources Partners LP Announces Early Results and Extends
Consent Date of Exchange Offer and Consent Solicitation
Consent Date of Exchange Offer and Consent Solicitation
HOUSTON, February 2, 2011 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 that, based on information provided by the exchange
agent with respect to their private offer (the Exchange Offer) to certain Eligible Holders (as
defined below) to exchange any and all outstanding 111/4% Senior Notes due 2017 (CUSIP No. 87612BAD4)
(the Old Notes) for 6?% Senior Notes due 2021 (the New Notes) to be issued by the Issuers and
cash, and a solicitation of consents (the Consent Solicitation), the principal amount of the Old
Notes that has been validly tendered and with respect to which consents (Consents) have been
validly delivered was $155,776,000, as of 5:00 p.m., New York City time, on February 1, 2011 (the
Withdrawal Date). The Issuers also announced that they intend to accept the Old Notes tendered
and Consents received, which amount satisfies the Consent Condition (as defined below), and that
they are extending the consent date in connection with the Exchange Offer and Consent Solicitation
until 5:00 p.m., New York City time, on February 3, 2011. The Withdrawal Date has not been
extended, and the Issuers expect that the settlement for the Old Notes tendered and Consents
delivered prior to the consent date will be on February 4, 2011.
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 Exchange Offer Memorandum (as defined
below).
The Old Notes tendered and Consents received as of the Withdrawal Date satisfy the condition (the
Consent Condition) that the Issuers receive Consents to certain proposed amendments (the
Proposed Amendments) to the indenture under which the Old Notes (the Old Notes Indenture) were
issued 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.
Except as otherwise described above, the terms and conditions of the Exchange Offer and Consent
Solicitation are 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 Exchange Offering Memorandum and related Letter of Transmittal and Consent 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 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 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