Debt Obligations | Note 8 — De bt Obligations December 31, 2022 December 31, 2021 Current: Partnership accounts receivable securitization facility, due September 2023 (1) $ 800.0 $ 150.0 Finance lease liabilities 34.3 12.8 Current debt obligations 834.3 162.8 Long-term: Term loan facility, variable rate, due July 2025 1,500.0 — TRGP senior revolving credit facility, variable rate, due February 2027 (2) 1,298.7 — Senior unsecured notes issued by TRGP: 5.200 % fixed rate, due July 2027 750.0 — 4.200 % fixed rate, due February 2033 750.0 — 4.950 % fixed rate, due April 2052 750.0 — 6.250 % fixed rate, due July 2052 500.0 — Unamortized discount ( 8.4 ) — Senior unsecured notes issued by the Partnership: (3) 5.875 % fixed rate, due April 2026 — 963.2 5.375 % fixed rate, due February 2027 — 468.1 6.500 % fixed rate, due July 2027 705.2 705.2 5.000 % fixed rate, due January 2028 700.3 700.3 6.875 % fixed rate, due January 2029 679.3 679.3 5.500 % fixed rate, due March 2030 949.6 949.6 4.875 % fixed rate, due February 2031 1,000.0 1,000.0 4.000 % fixed rate, due January 2032 1,000.0 1,000.0 10,574.7 6,465.7 Debt issuance costs, net of amortization ( 65.6 ) ( 45.0 ) Finance lease liabilities 193.0 13.7 Long-term debt 10,702.1 6,434.4 Total debt obligations $ 11,536.4 $ 6,597.2 Irrevocable standby letters of credit: (2) Letters of credit outstanding under the TRGP senior revolving credit facility $ 33.2 $ — Letters of credit outstanding under the Partnership senior — 71.3 $ 33.2 $ 71.3 (1) As of December 31, 2022, the Partnership had $ 800.0 million of qualifying receivables under its $ 800.0 million Securitization Facility, resulting in zero availability. (2) In February 2022, we entered into the TRGP Revolver which matures in February 2027, and terminated our previous TRGP senior secured revolving credit facility (the “Previous TRGP Revolver”) and the Partnership’s senior secured revolving credit facility (the “Partnership Revolver”). In July 2022, we established an unsecured commercial paper note program (the “Commercial Paper Program”), the borrowings of which are supported through maintaining a minimum available borrowing capacity under our TRGP Revolver equal to the aggregate amount outstanding under the Commercial Paper Program. As of December 31, 2022, the TRGP Revolver had $ 290.0 million borrowings outstanding and the Commercial Paper Program had $ 1.0 billion borrowings outstanding, resulting in approximately $ 1.4 billion of available liquidity, after accounting for outstanding letters of credit. As of December 31, 2021, we had no balance outstanding under the Previous TRGP Revolver or the Partnership Revolver. (3) As of February 2022, we guarantee all of the Partnership’s outstanding senior unsecured notes. The following table shows the range of interest rates and weighted average interest rate incurred on our variable-rate debt obligations during the year ended December 31, 2022: Range of Interest Rates Incurred Weighted Average Interest Rate Incurred TRGP Revolver and Commercial Paper Program 1.5 % - 5.9 % 3.6 % Securitization Facility 1.1 % - 5.2 % 3.0 % Term Loan Facility 4.1 % - 5.8 % 4.6 % Compliance with Debt Covenants As of December 31, 2022, we were in compliance with the covenants contained in our various debt agreements. In February 2022, we and certain of our subsidiaries entered into a parent guarantee whereby each party to the agreement unconditionally guarantees, jointly and severally, the payment of all of the obligations of the Partnership and Targa Resources Partners Finance Corporation (together with the Partnership, the “Partnership Issuers”) under the respective indentures governing the Partnership Issuers’ senior unsecured notes. As of December 31, 2022, $ 5.0 billion of the Partnership Issuers' senior unsecured notes was outstanding. Debt Obligations Partnership’s Accounts Receivable Securitization Facility In April 2022, the Partnership amended the Securitization Facility to, among other things, extend the facility termination date to April 19, 2023 and replace the LIBOR-based interest rate option with SOFR-based interest rate options, including term SOFR and daily simple SOFR. In September 2022, the Partnership amended the Securitization Facility to, among other things, increase the facility size from $ 400.0 million to $ 800.0 million and extend the facility termination date to September 1, 2023 . The Securitization Facility provides up to $ 800.0 million of borrowing capacity at SOFR rates plus a margin through September 1, 2023 . Under the Securitization Facility, certain Partnership subsidiaries sell or contribute certain qualifying receivables, without recourse, to another of its consolidated subsidiaries (Targa Receivables LLC or “TRLLC”), a special purpose consolidated subsidiary created for the sole purpose of the Securitization Facility. TRLLC, in turn, sells an undivided percentage ownership in the eligible receivables to third-party financial institutions. Sold or contributed receivables up to the amount of the outstanding debt under the Securitization Facility are not available to satisfy the claims of the creditors of the selling or contributing subsidiaries or the Partnership. Any excess receivables are eligible to satisfy the claims. TRGP Credit Agreement In February 2022, the Company entered into the TRGP Revolver with Bank of America, N.A., as the Administrative Agent, Collateral Agent and Swing Line Lender, and the other lenders party thereto. The TRGP Revolver provides for a revolving credit facility in an initial aggregate principal amount up to $ 2.75 billion (with an option to increase such maximum aggregate principal amount by up to $ 500.0 million in the future, subject to the terms of the TRGP Revolver) and a swing line sub-facility of up to $ 100.0 million. The TRGP Revolver matures on February 17, 2027 . In February 2022, TRGP and the Partnership received a corporate investment grade credit rating from Standard & Poor’s Financial Services LLC (“S&P”) and Fitch Ratings Inc., and in March 2022, the Partnership received a corporate investment grade credit rating from Moody’s Investors Service, Inc. (“Moody’s”). As a result, in accordance with the TRGP Revolver, the collateral under the TRGP Revolver was released from the liens securing our obligations thereunder. The revolving credit facility bears interest at the Company’s option at: (a) the Base Rate, which is the highest of Bank of America’s prime rate, the federal funds rate plus 0.5 % and the Term SOFR (as such term is defined in the TRGP Revolver rate plus 1.0 % (subject in each case to a floor of 0.0 %), plus an applicable margin ranging from 0.125 % to 0.75 %, dependent on the Company’s non-credit-enhanced senior unsecured long-term debt ratings (or, if no such debt is outstanding at such time, then the corporate, issuer or similar rating with respect to the Company that has been most recently announced) (the “Debt Rating”), or (b) Term SOFR (which includes, for Term SOFR loans, a SOFR adjustment of plus 0.10 %) plus an applicable margin ranging from 1.125 % to 1.75 %, dependent on the Company’s Debt Rating. The Company is required to pay a commitment fee equal to an applicable rate ranging from 0.125 % to 0.35 % (dependent on the Company’s Debt Rating), in each case times the actual daily unused portion of the revolving credit facility. The obligations under the TRGP Revolver are guaranteed by substantially all material wholly-owned domestic subsidiaries of the Company, including by the Partnership. The TRGP Revolver requires the Company to maintain a ratio of consolidated funded indebtedness to consolidated adjusted EBITDA (the “Consolidated Leverage Ratio”), determined as of the last day of each quarter for the four-fiscal quarter period ending on the date of determination, of no more than 5.50 to 1.00 . The TRGP Revolver restricts the Company’s ability to make dividends to stockholders if a default or an event of default (as defined in the TRGP Revolver) exists or would result from such distribution. In addition, the TRGP Revolver contains various covenants that may limit, among other things, the Company’s ability to incur indebtedness, grant liens, make investments, repay or amend the terms of certain other indebtedness, merge or consolidate, sell assets, and engage in transactions with affiliates. Term Loan Facility In July 2022, we entered into the Term Loan Facility. The Term Loan Facility provides for a three-year , $ 1.5 billion unsecured term loan facility and matures in July 2025 . We used the proceeds from the Term Loan Facility to fund a portion of the Delaware Basin Acquisition. The Term Loan Facility bears interest at the Company’s option at: (a) the Base Rate (as defined in the Term Loan Facility), which is the highest of the (i) federal funds rate plus 0.5 %, (ii) Mizuho’s prime rate, and (iii) the Term SOFR (as defined in the Term Loan Facility) rate plus 1.0 % (subject in each case to a floor of 0.0 %), plus an applicable margin ranging from 0.125 % to 0.75 % dependent on the Company’s non-credit-enhanced senior unsecured long-term debt ratings (or, if no such debt is outstanding at such time, then the corporate, issuer or similar rating with respect to the Company that has been most recently announced) (the “Debt Rating”), or (b) Term SOFR plus 0.10 % plus an applicable margin ranging from 1.125 % to 1.75 % dependent on the Debt Rating . Our obligations under the Term Loan Facility are guaranteed by substantially all material wholly-owned domestic restricted subsidiaries of the Company, including the Partnership. The Term Loan Facility requires the Company to maintain a Consolidated Leverage Ratio (as defined in the Term Loan Facility), determined as of the last day of each quarter for the four-fiscal-quarter-period ending on the date of determination, of no more than 5.50 to 1.00 . For any four-fiscal-quarter-period during which a material acquisition or disposition occurs, the total leverage ratio will be determined on a pro forma basis as though such event had occurred as of the first day of such four-fiscal-quarter-period. The Term Loan Facility limits the Company’s ability to make dividends to stockholders if an event of default (as defined in the Term Loan Facility) exists or would result from such distribution. In addition, the Term Loan Facility contains various covenants that may limit, among other things, the Company’s ability to incur subsidiary indebtedness, grant liens, make investments, merge or consolidate, and engage in transactions with affiliates. Commercial Paper Program In July 2022, we established the Commercial Paper Program. Under the terms of the Commercial Paper Program, we may issue, from time to time, unsecured commercial paper notes with varying maturities of less than one year. Amounts available under the Commercial Paper Program may be issued, repaid and re-issued from time to time, with the maximum aggregate face or principal amount outstanding at any one time not to exceed $ 2.75 billion. We maintain a minimum available borrowing capacity under the TRGP Revolver equal to the aggregate amount outstanding under the Commercial Paper Program as support. The Commercial Paper Program is guaranteed by each subsidiary that guarantees the TRGP Revolver. The commercial paper notes are presented in Long-term debt on our Consolidated Balance Sheets. TRGP’s Senior Unsecured Notes All issues of our senior unsecured notes (the “TRGP Notes”) rank pari passu with our existing and future senior indebtedness, including debt issued under the TRGP Revolver, the Commercial Paper Program and the Term Loan Facility, and rank senior in right of payment to any of our future subordinated indebtedness. The TRGP Notes are unconditionally guaranteed by certain of our subsidiaries that guarantee the TRGP Revolver. Each guarantee ranks equally in right of payment with all of such guarantor’s existing and future unsecured senior debt and other unsecured guarantees of senior debt. The notes and the guarantees are effectively junior to any secured indebtedness of ours or any guarantor to the extent of the value of the assets securing such indebtedness and structurally subordinated to all indebtedness and other obligations of our subsidiaries that do not guarantee the notes. Interest on all issues of TRGP’s Notes are payable semi-annually. The indenture governing the TRGP Notes restricts (i) our ability and the ability of our subsidiaries to incur liens and (ii) TRGP’s ability to merge or consolidate with or sell, lease, convey transfer or otherwise dispose of all or substantially all of its assets to another company. These covenants are subject to a number of important exceptions and qualifications. We may redeem the TRGP Notes, in whole or in part, at any time prior to the applicable par call date at a redemption price equal to the principal amount plus an applicable make-whole premium, plus accrued and unpaid interest, to the redemption date, as specified in the indenture of each series. After the applicable par call date, the TRGP Notes may be redeemed at a price equal to par, plus accrued and unpaid interest to the redemption date, as specified in the indenture of each series. In the future, we may redeem, purchase or exchange certain of our outstanding debt through redemption calls, cash purchases and/or exchanges for other debt, in open market purchases, privately negotiated transactions or otherwise. Such calls, repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. Partnership’s Senior Unsecured Notes All issues of the Partnership's senior unsecured notes are pari passu with existing and future senior indebtedness. They are senior in right of payment to any of our future subordinated indebtedness and are unconditionally guaranteed by the Partnership and the Partnership’s restricted subsidiaries. These notes are effectively subordinated to all secured indebtedness under the TRGP Revolver and the Securitization Facility, which is secured by accounts receivable pledged under the facility, to the extent of the value of the collateral securing that indebtedness. Interest on all issues of senior unsecured notes is payable semi-annually in arrears. The Partnership’s senior unsecured notes and associated indenture agreements restrict (i) the Partnership’s ability and the ability of certain of its subsidiaries to incur liens and (ii) the Partnership's ability to merge or consolidate with or sell, lease, convey transfer or otherwise dispose of all or substantially all of its assets to another company. These covenants are subject to a number of important exceptions and qualifications. The Partnership may redeem the senior unsecured notes, in whole or in part, at any time prior to their maturity at a redemption price equal to the principal amount plus an applicable make-whole premium, plus accrued and unpaid interest and liquidation damages, if any, to the redemption date, as specified in the indenture of each series. The Partnership may also redeem up to 35 % of the aggregate principal amount of each series of notes at the redemption dates and prices set forth in the indentures plus accrued and unpaid interest and liquidation damages, if any, to the redemption date with the net cash proceeds of one or more equity offerings, provided that: (i) at least 65 % of the aggregate principal amount of each of the notes (excluding notes held by us) remains outstanding immediately after the occurrence of such redemption; and (ii) the redemption occurs within 180 days of the date of the closing of such equity offering. In the future, we or the Partnership may redeem, purchase or exchange certain of our and the Partnership’s outstanding debt through redemption calls, cash purchases and/or exchanges for other debt, in open market purchases, privately negotiated transactions or otherwise. Such calls, repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. Senior Unsecured Notes Issuances In August 2020, the Partnership issued $ 1.0 billion aggregate principal amount of 4.875 % Senior Notes due 2031 (the “August 2020 Offering”), resulting in net proceeds of approximately $ 991 million. A portion of the net proceeds from the issuance were used to fund the concurrent cash tender offer (the “August Tender Offer”) of the Partnership’s 6.750 % Senior Notes due 2024 (the “6.750% Notes”) and redeem any 6.750 % Notes that remained outstanding after consummation of the August Tender Offer, with the remainder used for repayment of borrowings under the Previous TRGP Revolver. See “Debt Repurchases and Extinguishments” for further details of the August Tender Offer. In February 2021, the Partnership issued $ 1.0 billion aggregate principal amount of 4.000 % Senior Notes due 2032 (the “February 2021 Offering”), resulting in net proceeds of approximately $ 991 million. The 4.000 % Senior Notes due 2032 have substantially similar terms and covenants as our other series of Senior Notes. A portion of the net proceeds from the issuance was used to fund the concurrent cash tender offer (the “February Tender Offer”) and subsequent redemption for the Partnership’s 5.125 % Senior Notes due 2025 (the “5.125% Notes”), with the remainder used for repayment of borrowings under the Partnership Revolver and Previous TRGP Revolver. See “Debt Repurchases and Extinguishments” for further details of the February Tender Offer. In April 2022, we completed an underwritten public offering of (i) $ 750.0 million aggregate principal amount of our 4.200 % Senior Notes due 2033 (the “ 4.200 % Notes”) and (ii) $ 750.0 million aggregate principal amount of our 4.950 % Senior Notes due 2052 (the “ 4.950 % Notes”), resulting in net proceeds of approximately $ 1.5 billion. The 4.200 % Notes and the 4.950 % Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by our subsidiaries that guarantee the TRGP Revolver, so long as such subsidiary guarantors satisfy certain conditions. The 4.200 % Notes and the 4.950 % Notes were issued pursuant to the Indenture, dated as of April 6, 2022, as supplemented by that certain First Supplemental Indenture, dated as of April 6, 2022, among us, such subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee. A portion of the net proceeds from the issuance was used to fund the concurrent cash tender offer (the “March Tender Offer”) and the subsequent redemption of the Partnership’s 5.875 % Senior Notes due April 2026 (the “ 5.875 % Notes”), with the remainder of the net proceeds used for repayment of the outstanding borrowings under the TRGP Revolver. See “Debt Repurchases and Extinguishments” for further details of the March Tender Offer. In July 2022, we completed an underwritten public offering of the 5.200 % Notes and the 6.250 % Notes, resulting in net proceeds of approximately $ 1.2 billion. The 5.200 % Notes and the 6.250 % Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by our subsidiaries that guarantee the TRGP Revolver, so long as such subsidiary guarantors satisfy certain conditions. The 5.200 % Notes and the 6.250 % Notes were issued pursuant to the Indenture, dated as of April 6, 2022, as supplemented by that certain Third Supplemental Indenture, dated as of July 7, 2022, among us, such subsidiary guarantors and U.S. Bank Trust Company, National Association, as trustee. We used the net proceeds from the issuance to fund a portion of the Delaware Basin Acquisition. Debt Repurchases & Extinguishments During the first half of 2020, the Partnership repurchased a portion of its outstanding senior notes on the open market, paying $ 239.8 million plus accrued interest to repurchase $ 303.3 million of the notes. As a result, we recorded a gain due to debt extinguishment of $ 61.1 million. Concurrent with the August 2020 Offering, the Partnership commenced the August Tender Offer to purchase for cash, subject to certain terms and conditions, any and all of our outstanding 6.750 % Notes. We accepted for purchase all the notes that were validly tendered as of the early tender date, which totaled $ 262.1 million. Subsequent to the closing of the August Tender Offer in August 2020, the Partnership redeemed the 6.750 % Notes for the remaining note balance of $ 318.0 million (the “2024 Note Redemption”). As a result of the August Tender Offer and the 2024 Note Redemption, we recorded a loss due to debt extinguishment of $ 13.7 million. In November 2020, the Partnership redeemed the $ 559.6 million remaining balance of its 5.250 % Senior Notes due 2023. As a result, we recorded a loss due to debt extinguishment of $ 1.8 million. Concurrent with the February 2021 Offering, the Partnership commenced the February Tender Offer to redeem subject to certain terms and conditions, any and all of our outstanding 5.125 % Notes. As a result of the February Tender Offer and the subsequent redemption of the 5.125% Notes, we recorded a loss due to debt extinguishment of $ 14.9 million. Additionally, Targa Pipeline Partners LP (the “TPL”) redeemed all of the outstanding TPL 4.750% Senior Notes due 2021 and TPL 5.875 % Senior Notes due 2023 (collectively, the “TPL Notes”) in February 2021 with available liquidity under the Partnership Revolver. As a result of the redemptions of the TPL Notes, we recorded a gain due to debt extinguishment of $ 0.2 million. The Partnership redeemed all of the outstanding 4.250 % Senior Notes due 2023 (the “4.250% Senior Notes”) in May 2021 with available liquidity under the Partnership Revolver. As a result of the redemption of the 4.250% Senior Notes, we recorded a loss due to debt extinguishment of $ 1.9 million. In February 2022, in connection with entering into the TRGP Revolver, we terminated the Previous TRGP Revolver and Partnership Revolver. As a result of the termination of the Previous TRGP Revolver and the Partnership Revolver, we recorded a loss of $ 0.8 million due to a write-off of debt issuance costs. The Partnership redeemed all of the outstanding 5.375 % Senior Notes due 2027 (the “5.375% Notes”) in March 2022 with available liquidity under the TRGP Revolver. As a result of the redemption of the 5.375% Notes, we recorded a loss due to debt extinguishment of $ 15.0 million. Concurrent with the 4.200 % Notes and the 4.950 % Notes offering, we commenced the March Tender Offer to redeem subject to certain terms and conditions, any and all of the Partnership's outstanding 5.875 % Notes. As a result of the March Tender Offer and the subsequent redemption of the 5.875% Notes, we recorded a loss due to debt extinguishment of $ 33.8 million. The following table summarizes the impact of debt repurchases and extinguishments that are included in our Consolidated Statements of Operations: 2022 2021 2020 Discount (premium) over face value paid upon redemption: TPL Notes $ — $ 0.2 $ — 5.125% Senior Notes due 2025 — ( 12.5 ) 4.4 6.750% Senior Notes due 2024 — — ( 11.1 ) 5.875% Senior Notes due 2026 ( 29.3 ) — 7.1 5.375% Senior Notes due 2027 ( 12.6 ) — 5.3 5.000% Senior Notes due 2028 — — 11.7 6.500% Senior Notes due 2027 — — 9.3 6.875% Senior Notes due 2029 — — 15.5 5.500% Senior Notes due 2030 — — 10.2 Write-off of debt issuance costs: Previous TRGP Revolver and Partnership Revolver ( 0.8 ) — — 5.125% Senior Notes due 2025 — ( 2.4 ) ( 0.1 ) 4.250% Senior Notes due 2023 — ( 1.9 ) — 5.250% Senior Notes due 2023 — — ( 1.8 ) 6.750% Senior Notes due 2024 — — ( 2.6 ) 5.875% Senior Notes due 2026 ( 4.5 ) — ( 0.2 ) 5.375% Senior Notes due 2027 ( 2.4 ) — ( 0.2 ) 5.000% Senior Notes due 2028 — — ( 0.4 ) 6.500% Senior Notes due 2027 — — ( 0.4 ) 6.875% Senior Notes due 2029 — — ( 0.6 ) 5.500% Senior Notes due 2030 — — ( 0.5 ) Gain (loss) from financing activities $ ( 49.6 ) $ ( 16.6 ) $ 45.6 The following table shows the contractually scheduled maturities of our debt obligations outstanding at December 31, 2022, for the next five years, and in total thereafter: Scheduled Maturities of Debt Total 2023 2024 2025 2026 2027 Thereafter TRGP Revolver and Commercial Paper Program $ 1,298.7 $ — $ — $ — $ — $ 1,298.7 $ — TRGP Senior unsecured notes 2,741.6 — — — — 749.0 1,992.6 Term Loan Facility 1,500.0 — — 1,500.0 — — — Partnership's Senior unsecured notes 5,034.4 — — — — 705.2 4,329.2 Securitization Facility 800.0 800.0 — — — — — Total $ 11,374.7 $ 800.0 $ — $ 1,500.0 $ — $ 2,752.9 $ 6,321.8 Subsequent Event In January 2023, we completed an underwritten public offering of (i) $ 900.0 million in aggregate principal amount of our 6.125 % Senior Notes due 2033 and (ii) $ 850.0 million in aggregate principal amount of our 6.500 % Senior Notes due 2053, resulting in net proceeds of approximately $ 1.7 billion. We used a portion of the net proceeds from the issuance to fund the Grand Prix Transaction and the remaining net proceeds for general corporate purposes, including to reduce borrowings under the TRGP Revolver and the Commercial Paper Program. |