8-KMaterial AgreementsRegulation FDExhibits & Filings

Targa Resources Corp. 8-K Report, Material Agreement (Dec 10, 2010)

Filed December 10, 2010For Securities:TRGP

Summary

Targa Resources Corp. (TRGP) filed an 8-K on December 10, 2010, to report on the pricing and sale of its initial public offering (IPO). The company, along with several selling stockholders including Warburg Pincus entities, successfully offered 16,375,000 shares of common stock at $22 per share. This offering generated significant proceeds for the selling stockholders and marked a crucial step in the company's transition to a publicly traded entity. The filing details the Underwriting Agreement, which outlines the terms of the offering and the over-allotment option granted to underwriters. Notably, the underwriters exercised this option in full, purchasing an additional 2,456,250 shares. This increased the total shares sold and further validated investor demand for TRGP's stock at the IPO price.

Key Highlights

  • 1Targa Resources Corp. priced its initial public offering (IPO) of 16,375,000 shares of common stock at $22 per share.
  • 2The offering involved selling stockholders, including Warburg Pincus entities and other investors.
  • 3An over-allotment option for an additional 2,456,250 shares was granted to underwriters and fully exercised.
  • 4The total gross proceeds from the primary offering and the exercised over-allotment option were approximately $351.6 million and $51.1 million, respectively.
  • 5The Underwriting Agreement includes standard provisions for indemnification against certain liabilities, including those under the Securities Act.
  • 6The filing also notes that affiliates of some underwriters have provided and may continue to provide financial services to Targa Resources Corp. and its affiliates.
  • 7This 8-K filing serves as confirmation of the successful completion of the equity offering, a significant event for the company and its investors.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report on the material definitive agreement related to Targa Resources Corp.'s initial public offering (IPO) and to disclose the pricing of the offering. It confirms the sale of shares by the company and selling stockholders to the public.

The IPO involved the sale of 16,375,000 shares of common stock at a price of $22 per share. Additionally, the underwriters fully exercised their over-allotment option to purchase another 2,456,250 shares at the same price.

The offering involved Targa Resources Corp. and several 'Selling Stockholders', including Warburg Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity VIII C.V.I, WP-WPVIII Investors, L.P., Warburg Pincus Private Equity IX, L.P., Merrill Lynch Ventures L.P. 2001, Margaret D. Helma, Roy E. Johnson, and René D. Ruiz. The offering was underwritten by a group of investment banks, including Barclays Capital Inc., Morgan Stanley & Co. Incorporated, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, among others.

The over-allotment option, also known as a 'green shoe' option, allows underwriters to purchase additional shares from the selling stockholders at the IPO price if there is strong demand for the stock. In this case, the underwriters exercised the option in full, indicating robust investor interest and increasing the total number of shares sold in the offering.