As filed with the Securities and Exchange Commission on February 23, 2016
Registration No. 333-187795
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3 REGISTRATION STATEMENT NO. 333-187795
UNDER
THE SECURITIES ACT OF 1933
TARGA RESOURCES PARTNERS LP
TARGA RESOURCES PARTNERS FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware Delaware | | 65-1295427 32-0249658 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
1000 Louisiana, Suite 4300
Houston, Texas 77002
(713) 584-1000
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
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Name, address, including zip code, and telephone number, including area code, of agent for service: | | Copy of communications to: |
Joe Bob Perkins Chief Executive Officer Targa Resources Partners LP 1000 Louisiana, Suite 4300 Houston, Texas 77002 (713) 584-1000 | | Christopher Collins Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2500 Houston, Texas 77002 (713) 758-2222 |
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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.
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| Large accelerated filer | | x | | Accelerated filer | | ¨ |
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| Non-accelerated filer | | ¨ (Do not check if a smaller reporting company) | | Smaller reporting company | | ¨ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to Registration Statement on Form S-3 (Registration No. 333-187795) (the “Registration Statement”) of Targa Resources Partners LP, a Delaware limited liability partnership (the “Partnership”), and Targa Resources Partners Finance Corporation, a Delaware corporation, filed on April 8, 2013, which was deemed effective upon filing and subsequently amended on October 7, 2015. The Registration Statement pertained to common units representing limited partner interests in the Partnership (“Common Units”), preferred units representing limited partner interests in the Partnership and debt securities.
On February 17, 2016, the Partnership was acquired by Targa Resources Corp. (“TRC”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), by and among the Partnership, TRC, Spartan Merger Sub LLC, and Targa Resources GP LLC. Pursuant to the Merger Agreement, TRC acquired indirectly all of the outstanding Common Units that TRC and its subsidiaries did not already own.
As a result of the completion of the transactions contemplated by the Merger Agreement, the Partnership has terminated all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by the Partnership in the Registration Statement to remove from registration, by means of post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Partnership hereby removes from registration all of such securities registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, in the State of Texas, on this 23rd day of February, 2016.
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| | TARGA RESOURCES PARTNERS LP |
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| | By: | | TARGA RESOURCES GP LLC, |
| | | | its General Partner |
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| By: | | /s/ Matthew J. Meloy |
| Name: | | Matthew J. Meloy |
| Title: | | Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 23, 2016.
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* | | Chief Executive Officer and Director | | February 23, 2016 |
| Joe Bob Perkins | | (Principal Executive Officer) | | |
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| | Executive Vice President and Chief Financial Officer | | |
/s/ Matthew J. Meloy | | (Principal Financial Officer) | | February 23, 2016 |
| Matthew J. Meloy | | | | |
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* | | Senior Vice President and Chief Accounting Officer | | |
| John R. Sparger | | (Principal Accounting Officer) | | February 23, 2016 |
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* | | Executive Chairman of the Board | | February 23, 2016 |
| James W. Whalen | | | | |
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* | | Director | | February 23, 2016 |
| Rene R. Joyce | �� | | | |
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* | | Director | | February 23, 2016 |
| Barry R. Pearl | | | | |
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* | | Director | | February 23, 2016 |
| Robert B. Evans | | | | |
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* | | Director | | February 23, 2016 |
| Ruth I. Dreessen | | | | |
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| *By: |
/s/ Matthew J. Meloy Matthew J. Meloy Attorney-In-Fact |
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, in the State of Texas, on this 23rd day of February, 2016.
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| TARGA RESOURCES PARTNERS FINANCE CORPORATION |
|
/s/ Matthew J. Meloy |
| Matthew J. Meloy |
|
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 23, 2016.
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SIGNATURE | | TITLE | | DATE |
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* | | Chief Executive Officer and Director | | February 23, 2016 |
| Joe Bob Perkins | | (Principal Executive Officer) | | |
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/s/ Matthew J. Meloy | | Executive Vice President and Chief Financial Officer | | |
| Matthew J. Meloy | | (Principal Financial Officer) | | February 23, 2016 |
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* | | Senior Vice President and Chief Accounting Officer | | |
| John R. Sparger | | (Principal Accounting Officer) | | February 23, 2016 |
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* | | President – Finance and Administration and | | February 23, 2016 |
| Jeffrey J. McParland | | Director | | |
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| *By: |
/s/ Matthew J. Meloy Matthew J. Meloy Attorney-In-Fact |
