[8-K] Targa Resources Corp. Reports Material Event
Rhea-AI Filing Summary
Targa Resources Corp. is issuing $1.5 billion of new senior notes through an underwritten public offering. The debt is split between $750 million of 4.350% Senior Notes due 2031 and $750 million of 6.050% Senior Notes due 2056, both guaranteed on a senior unsecured basis by subsidiary guarantors.
The notes are expected to close on March 2, 2026, with interest accruing from that date and paid semi-annually. Targa plans to use the net proceeds for general corporate purposes, including repaying commercial paper and other debt, potentially repurchasing or redeeming securities, and funding capital spending and investments in subsidiaries.
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Insights
Targa raises $1.5B in long-term debt to refinance and fund growth.
Targa Resources Corp. is adding $1.5 billion of senior unsecured notes across two maturities, 2031 and 2056. This extends its debt maturity profile while locking in fixed coupons of
The company expects to allocate proceeds to repay borrowings under its unsecured commercial paper program and other indebtedness, and to support capital expenditures and subsidiary investments. Actual balance sheet impact will depend on how much is used for refinancing versus new spending as disclosed in future reports.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 7.01 | Regulation FD Disclosure. |
On February 25, 2026, 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.
| Item 8.01 | Other Events. |
On February 25, 2026, the Company and certain of its subsidiary guarantors named therein (the “Subsidiary Guarantors”) entered into an underwriting agreement (the “Underwriting Agreement”) with MUFG Securities Americas Inc., PNC Capital Markets LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, pursuant to which the Company agreed to issue and sell $1.5 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 2031 (the “2031 Notes”) and (ii) $750.0 million in aggregate principal amount of the Company’s 6.050% Senior Notes due 2056 (the “2056 Notes” and, together with the 2031 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 Thirteenth Supplemental Indenture (the “Thirteenth 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 2031 Notes will mature on April 15, 2031. The 2056 Notes will mature on May 15, 2056. Interest on the 2031 Notes will be payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2026. Interest on the 2056 Notes will be payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. Interest on the Notes will accrue from March 2, 2026. 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 the net proceeds from the Offering 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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Certain of the underwriters or their respective affiliates have performed investment banking, financial advisory and commercial banking services for the Company and certain of the Company’s affiliates, for which they have received customary compensation, and they may continue to do so in the future. The Company’s affiliates have entered into, and may in the future enter into, derivative financial transactions with certain of the underwriters or their respective affiliates on terms the Company believes to be customary in connection with these transactions. Certain of the underwriters and/or their respective affiliates are lenders under the Company’s revolving credit facility and/or are dealers under the Commercial Paper Program. Accordingly, to the extent proceeds are used to repay borrowings under the Company’s revolving credit facility and/or the Commercial Paper Program, such underwriters or affiliates may receive a portion of any net proceeds from the Offering.
| Item 9.01 | Financial Statements and Exhibits. | |||||
| 1.1 | Underwriting Agreement, dated February 25, 2026, by and among Targa Resources Corp., certain subsidiary guarantors named therein and MUFG Securities Americas Inc., PNC Capital Markets LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. | |||||
| 99.1 | Press Release, dated February 25, 2026, announcing the pricing of the Offering. | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TARGA RESOURCES CORP. | ||||||
| Dated: February 26, 2026 | By: | /s/ William A. Byers | ||||
| William A. Byers | ||||||
| Chief Financial Officer | ||||||
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Exhibit 99.1
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| 811 Louisiana Street, Suite 2100 Houston, TX 77002 713.584.1000 |
Targa Resources Corp. Prices $1.5 Billion Offering of Senior Notes
HOUSTON, TX – February 25, 2026 — Targa Resources Corp. (“Targa” or the “Company”) (NYSE: TRGP) announced today the pricing of an underwritten public offering (the “Offering”) of $750 million aggregate principal amount of its 4.350% Senior Notes due 2031 and $750 million aggregate principal amount of its 6.050% Senior Notes due 2056 at a price to the public of 99.812% and 99.975% of their face value, respectively. The Offering is expected to close on March 2, 2026, subject to the satisfaction of customary closing conditions.
The Company expects to use the net proceeds from the Offering for general corporate purposes, including to repay borrowings under its unsecured commercial paper note program, to repay other indebtedness, to repurchase or redeem securities or to fund capital expenditures, additions to working capital or investments in its subsidiaries.
The Offering is being made pursuant to an effective shelf registration statement and prospectus filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) and may be made only by means of a prospectus and prospectus supplement related to such Offering meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”). This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities, except as required by law.
About Targa Resources Corp.
Targa Resources Corp. (NYSE: TRGP) is a leading provider of midstream services and is one of the largest independent infrastructure companies in North America. The Company owns, operates, acquires, and develops a diversified portfolio of complementary domestic infrastructure assets and its operations are critical to the efficient, safe and reliable delivery of energy across the United States and increasingly to the world. The Company’s assets connect natural gas and natural gas liquids to domestic and international markets with growing demand for cleaner fuels and feedstocks.
The principal executive offices of Targa Resources Corp. are located at 811 Louisiana, Suite 2100, Houston, TX 77002 and its telephone number is 713-584-1000.
Forward-Looking Statements
Certain statements in this release are “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future, are forward-looking statements, including the expected closing date and use of proceeds from the Offering. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of uncertainties, factors and risks, many of which are outside the Company’s control, which could cause results to differ materially from those expected by management of the Company. Such risks and uncertainties include, but are not limited to, those described more fully in the Company’s filings with the SEC, including its most recent Annual Report on Form 10-K. The Company does not undertake an obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Targa Investor Relations
InvestorRelations@targaresources.com
(713) 584-1133
Filing Exhibits & Attachments
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