8-KMaterial AgreementsExhibits & Filings

Targa Resources Corp. 8-K Report, Material Agreement (Apr 26, 2011)

Filed April 26, 2011For Securities:TRGP

Summary

Targa Resources Corp. (TRGP) filed an 8-K on April 26, 2011, reporting on a significant equity offering that closed on April 20, 2011. The company and several selling stockholders, including entities associated with Warburg Pincus and Merrill Lynch, sold a total of 6,497,500 shares of common stock at $31.73 per share. This offering, underwritten by a syndicate of investment banks, aimed to raise capital and provided an exit opportunity for existing investors. The net proceeds from this offering (after underwriting discounts of $1.08 per share) were directed towards the selling stockholders. The filing also details the terms of the underwriting agreement, including standard indemnification clauses and the exercise of an over-allotment option by the underwriters. Investors should note the substantial participation of private equity firms as selling stockholders, indicating a significant transaction for both the company and its early investors.

Key Highlights

  • 1Targa Resources Corp. completed a firm commitment underwritten offering of 5,650,000 shares of common stock on April 20, 2011.
  • 2The offering price was $31.73 per share, with underwriters receiving a discount, resulting in net proceeds of $30.65 per share for the selling stockholders.
  • 3An additional 847,500 shares were purchased by underwriters exercising their over-allotment option in full, bringing the total shares sold to 6,497,500.
  • 4The selling stockholders included Targa Resources Corp. itself (though the primary beneficiaries appear to be the selling stockholders based on net proceeds description) and several private equity firms, such as Warburg Pincus entities and Merrill Lynch Ventures L.P. 2001.
  • 5The proceeds from the sale of shares were received by the Selling Stockholders.
  • 6The Underwriting Agreement contains standard indemnification provisions for the underwriters.
  • 7Affiliates of the underwriters have had prior and ongoing business relationships with Targa Resources Corp. and its affiliates, including serving as lenders under credit facilities.

Frequently Asked Questions

This Form 8-K filing reports on Targa Resources Corp.'s entry into a material definitive agreement, specifically the underwriting agreement for a significant secondary offering of its common stock that closed on April 20, 2011. It details the number of shares sold, the offering price, and the parties involved.

The selling stockholders included Targa Resources Corp. and several private equity entities, notably 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., and Merrill Lynch Ventures L.P. 2001, among others.

According to the filing, the shares were sold by the Selling Stockholders, and the net proceeds from the offering were received by these Selling Stockholders. This suggests it was primarily a secondary offering, allowing existing investors to sell their shares rather than raising capital directly for the company's operations.

The over-allotment option, often called a 'greenshoe' option, allowed the underwriters to purchase up to an additional 847,500 shares from the selling stockholders at the same offering price. In this case, the underwriters exercised the option in full, indicating strong demand for the shares and allowing for the sale of more shares than initially planned.