8-KOther Events

Targa Resources Corp. 8-K Report, Corporate Update (Feb 12, 2015)

Filed February 12, 2015For Securities:TRGP

Summary

Targa Resources Corp. (TRC) filed this Form 8-K on February 12, 2015, to provide supplemental disclosures related to its previously announced merger with Atlas Energy, L.P. (ATLS). These disclosures amend and restate information in the definitive joint proxy statement/prospectus filed earlier. The company reiterates its Board of Directors' unanimous recommendation for TRC shareholders to vote 'FOR' the stock issuance proposal and the adjournment proposal related to the ATLS merger. Key supplemental information includes details on the background of the merger discussions, clarifying strategic rationales and the engagement of Wells Fargo Securities as a financial advisor. The filing also amends disclosures regarding the financial analyses performed by Wells Fargo Securities, including details on discount rates, terminal multiples used in discounted cash flow analyses for both TRC and ATLS, and the implied equity valuation reference range for TRC common stock. Additionally, it clarifies TRC's revenue source as primarily from its interests in Targa Resources Partners LP (TRP) and notes potential conflicts of interest for directors and executive officers due to their ownership stakes and potential for increased compensation.

Key Highlights

  • 1Targa Resources Corp. (TRC) is providing supplemental disclosures regarding its merger with Atlas Energy, L.P. (ATLS).
  • 2TRC's Board of Directors unanimously recommends TRC shareholders vote 'FOR' the stock issuance and adjournment proposals related to the ATLS merger.
  • 3Supplemental disclosures provide more detail on the background of merger discussions, including initial structuring considerations.
  • 4Wells Fargo Securities' role as financial advisor and the terms of its engagement are further clarified.
  • 5Financial analysis details, including discount rates and terminal multiples used in DCF valuations for TRC and ATLS, are amended.
  • 6An implied equity valuation reference range of $116 to $169 per share for TRC common stock is reiterated.
  • 7Potential conflicts of interest for TRC directors and executive officers, related to their ownership and potential compensation, are highlighted.

Frequently Asked Questions

The main purpose of this 8-K filing is to provide supplemental disclosures to Targa Resources Corp.'s (TRC) definitive joint proxy statement/prospectus regarding its merger with Atlas Energy, L.P. (ATLS). These disclosures amend and clarify information previously provided to TRC shareholders.

Yes, the filing explicitly states that the Board of Directors of Targa Resources Corp. unanimously recommends that TRC shareholders vote 'FOR' the stock issuance proposal and 'FOR' the adjournment proposal related to the ATLS merger.

The filing includes supplemental information on the financial analyses performed by Wells Fargo Securities, TRC's financial advisor. This includes updated details on the discount rates and terminal multiples used in their discounted cash flow (DCF) analysis for both TRC and ATLS, and reiterates the implied equity valuation reference range for TRC common stock.

Yes, the filing discloses that TRC directors and executive officers own approximately 10% of TRC's outstanding shares and may have interests that differ from other shareholders. These could include benefits from increased liquidity or potential increases in compensation post-merger. The possibility of transaction bonuses for the merger team is also mentioned.