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
May 7, 2015
Date of Report (Date of earliest event reported)
TARGA RESOURCES PARTNERS LP
(Exact name of Registrant as specified in its charter)
| Delaware | 001-33303 | 65-1295427 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
1000 Louisiana Street, Suite 4300
Houston, TX 77002
(Address of principal executive offices)
(713) 584-1000
(Registrant’s 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On May 7, 2015, Targa Resources Partners LP (the “Partnership”) entered into an Equity Distribution Agreement (the “Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Jefferies LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc., UBS Securities LLC and Wells Fargo Securities, LLC (each, a “Manager” and collectively, the “Managers”). Pursuant to the terms of the Agreement, the Partnership may sell from time to time through the Managers, as the Partnership’s sales agents, the Partnership’s common units representing limited partner interests having an aggregate offering price of up to $1,000,000,000 (the “Units”). Sales of the Units, if any, will be made by means of ordinary brokers’ transactions on the New York Stock Exchange, any other national securities exchange or facility thereof, a trading facility of a national securities association or an alternate trading system, to or through a market maker or directly on or through an electronic communication network, a “dark pool” or any similar market venue, at market prices, in block transactions or as otherwise agreed by the Partnership and one or more of the Managers.
Under the terms of the Agreement, the Partnership may also sell Units from time to time to any Manager as principal for its own account at a price to be agreed upon at the time of sale. Any sale of Units to any Manager as principal would be pursuant to the terms of a separate terms agreement between the Partnership and such Manager.
The Units will be issued pursuant to the Partnership’s shelf registration statement on Form S-3 (Registration No. 333-190231).
The summary of the Agreement in this report does not purport to be complete and is qualified by reference to such agreement, which is filed as Exhibit 1.1 hereto. Legal opinions relating to the Units are included as Exhibits 5.1 and 8.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit | Description of the Exhibit | |
| Exhibit 1.1 | Equity Distribution Agreement, dated May 7, 2015, by and between the Partnership and Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Jefferies LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc., UBS Securities LLC and Wells Fargo Securities, LLC. | |
| Exhibit 5.1 | Opinion of Vinson & Elkins L.L.P. regarding legality of the Units. | |
| Exhibit 8.1 | Opinion of Vinson & Elkins L.L.P. regarding tax matters. | |
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 hereunto duly authorized.
| Targa Resources Partners LP | ||||||
| By: | Targa Resources GP LLC its general partner | |||||
| Date: May 7, 2015 | /s/ Matthew J. Meloy | |||||
Matthew J. Meloy Senior Vice President, Chief Financial Officer and Treasurer | ||||||
EXHIBIT INDEX
Exhibit | Description of the Exhibit | |
| Exhibit 1.1 | Equity Distribution Agreement, dated May 7, 2015, by and between the Partnership and Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Jefferies LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc., UBS Securities LLC and Wells Fargo Securities, LLC. | |
| Exhibit 5.1 | Opinion of Vinson & Elkins L.L.P. regarding legality of the Units. | |
| Exhibit 8.1 | Opinion of Vinson & Elkins L.L.P. regarding tax matters. | |