| Item 7.01 |
Regulation FD Disclosure. |
On November 6, 2025, Targa Resources Corp. (the “Company”) issued a news release announcing the pricing of the Offering (as defined below). A copy of the news release is attached hereto, furnished as Exhibit 99.1 and incorporated in this Item 7.01 by reference.
The information contained in this Item 7.01, and the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of any such filing, except as shall be expressly set forth by specific reference in such filing.
On November 6, 2025, the Company and certain of its subsidiary guarantors named therein (the “Subsidiary Guarantors”) entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., RBC Capital Markets, LLC and Truist Securities, Inc., as representatives of the several underwriters named therein, pursuant to which the Company agreed to issue and sell $1.75 billion in aggregate principal amount of senior notes (the “Offering”) consisting of (i) $750.0 million in aggregate principal amount of the Company’s 4.350% Senior Notes due 2029 (the “2029 Notes”) and (ii) $1.0 billion in aggregate principal amount of the Company’s 5.400% Senior Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the “Notes”).
The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by the Subsidiary Guarantors. The Underwriting Agreement contains customary representations and warranties by the Company. The Underwriting Agreement also contains customary indemnification and contribution provisions whereby the Company and the underwriters have agreed to indemnify each other against certain liabilities. The Notes were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to a shelf registration statement on Form S-3 (File No. 333-286012), as amended.
The Notes will be issued pursuant to that certain Indenture, dated as of April 6, 2022 (the “Base Indenture”), to be supplemented by that certain Twelfth Supplemental Indenture (the “Twelfth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Subsidiary Guarantors and U.S. Bank Trust Company, National Association, as trustee. The 2029 Notes will mature on January 15, 2029. The 2036 Notes will mature on July 30, 2036. Interest on the 2029 Notes will be payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026. Interest on the 2036 Notes will be payable semi-annually in arrears on January 30 and July 30 of each year, beginning on January 30, 2026. Interest on the Notes will accrue from November 12, 2025. The Company may redeem all or a part of the Notes at any time at the applicable redemption prices.
Upon the occurrence of an event of default under the Indenture, which includes payment defaults, defaults in the performance of affirmative and negative covenants and bankruptcy and insolvency related defaults, the obligations of the Company under the Notes may be accelerated, in which case the entire principal amount of the Notes would be immediately due and payable.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Company expects to use a portion of the net proceeds from the Offering to redeem the 6.875% Senior Notes due 2029 (the “6.875% 2029 Notes”) issued by Targa Resources Partners LP and to use the remaining net proceeds for general corporate purposes, including to repay borrowings under its unsecured commercial paper note program (the “Commercial Paper Program”), to repay other indebtedness, to repurchase or redeem securities or to fund capital expenditures, additions to working capital or investments in its subsidiaries.
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