UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 18, 2025, 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) $750 million aggregate principal amount of the Company’s 4.900% Senior Notes due 2030 (the “2030 Notes”) and (ii) $750 million aggregate principal amount of the Company’s 5.650% Senior Notes due 2036 (the “2036 Notes,” and, together with the 2030 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 Eleventh Supplemental Indenture, dated as of June 18, 2025 (the “Eleventh 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 expects to use a portion of the net proceeds from the Offering to redeem the 6.500% Senior Notes due 2027 (the “2027 Notes”) issued by Targa Resources Partners LP and to use the remaining net proceeds for general corporate purposes, including to repay borrowings under the Company’s unsecured commercial paper note program, to repay other indebtedness, to repurchase or redeem securities or to fund capital expenditures, additions to working capital or 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. 333-286012) of the Company (as may be amended from time to time, the “Registration Statement”), as supplemented by the Prospectus Supplement, dated June 4, 2025, relating to the Securities (the “Prospectus Supplement”), filed with the U.S. Securities and Exchange Commission on June 6, 2025. A legal opinion related to the Securities is included as Exhibit 5.1 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 Eleventh 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. U.S. Bancorp Investments, Inc., one of the underwriters, is an affiliate of the Trustee under the Indenture.
| 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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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 CORP. | ||||||
| Dated: June 18, 2025 | By: | /s/ William A. Byers | ||||
| William A. Byers | ||||||
| Chief Financial Officer | ||||||
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