Targa Resources (TRGP) completes $1.5B senior notes sale for debt uses

Rhea-AI Filing Summary

Targa Resources Corp. completed an underwritten public debt offering consisting of $750.0 million of 4.350% Senior Notes due 2031 and $750.0 million of 6.050% Senior Notes due 2056, for total new senior unsecured notes of $1.5 billion.

The notes are fully and unconditionally guaranteed on a senior unsecured basis by certain subsidiaries, subject to conditions, under an existing indenture and a Thirteenth Supplemental Indenture with U.S. Bank Trust Company as trustee. Targa expects to use the net proceeds for general corporate purposes, including repaying commercial paper and other debt, repurchasing or redeeming securities, and funding capital spending, working capital, or subsidiary investments.

Insights

Credit & Capital Structure Analyst

Targa adds $1.5B long-dated fixed-rate debt for refinancing and general purposes.

Targa Resources Corp. has issued $750.0 million of 4.350% Senior Notes due 2031 and $750.0 million of 6.050% Senior Notes due 2056, all senior unsecured and guaranteed by certain subsidiaries. This expands its access to long-term fixed-rate funding.

The company plans to use proceeds for general corporate purposes, explicitly including repayment of commercial paper and other indebtedness, as well as potential security repurchases, capital expenditures, working capital, or subsidiary investments. Actual balance sheet impact will depend on how much goes to debt repayment versus new investment.

The notes were issued under an existing base indenture and a Thirteenth Supplemental Indenture, with U.S. Bank Trust Company as trustee and affiliates involved as underwriters. Future filings describing subsequent debt repayments or capital projects will clarify how this financing reshapes leverage and interest expense over time.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 2, 2026

TARGA RESOURCES CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-34991		20-3701075
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

811 Louisiana St, Suite 2100

Houston, TX 77002

(Address of principal executive office and Zip Code)

(713) 584-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock		TRGP		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 2, 2026, Targa Resources Corp. (the “Company”), along with certain of its subsidiaries (the “Subsidiary Guarantors”), completed the previously announced underwritten public offering (the “Offering”) of (i) $750.0 million aggregate principal amount of the Company’s 4.350% Senior Notes due 2031 (the “2031 Notes”) and (ii) $750.0 million 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 “Guarantees,” and, together with the Notes, the “Securities”) so long as such Subsidiary Guarantors satisfy certain conditions. The Securities were issued pursuant to the Indenture, dated as of April 6, 2022 (the “Base Indenture”), as supplemented by that certain Thirteenth Supplemental Indenture, dated as of March 2, 2026 (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 “Trustee”).

The Company expects to use the net proceeds from the Offering for general corporate purposes, including to repay borrowings under the Company’s 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 was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a shelf registration statement on Form S-3ASR (File No. 333-286012) of the Company (as may be amended from time to time, the “Registration Statement”), as supplemented by the Prospectus Supplement, dated February 25, 2026, relating to the Securities (the “Prospectus Supplement”), filed with the U.S. Securities and Exchange Commission on February 26, 2026. A legal opinion related to the Securities is included as Exhibit 5.1 hereto.

The terms of the Securities and the Indenture are further described in the Registration Statement and the Prospectus Supplement under the captions “Description of Debt Securities” and “Description of the Notes,” respectively. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the Base Indenture and the Thirteenth Supplemental Indenture, copies of which are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

The Trustee and certain of its affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial and investment banking services for the Company or the Subsidiary Guarantors for which they received or will receive customary fees and expenses. U.S. Bancorp Investments, Inc., one of the underwriters, is an affiliate of the Trustee under the Indenture.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

		4.1		Indenture, dated as of April 6, 2022, among Targa Resources Corp., as issuer, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Targa Resources Corp.’s Current Report on Form 8-K filed April 6, 2022 (File No. 001-34991)).
		4.2		Thirteenth Supplemental Indenture, dated as of March 2, 2026, among Targa Resources Corp., as issuer, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee.
		4.3		Form of Notes (included in Exhibit 4.2 hereto).
		5.1		Opinion of Vinson & Elkins L.L.P. regarding the legality of the Securities.
		23.1		Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto).
		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: March 2, 2026				By:		/s/ William A. Byers
						William A. Byers
						Chief Financial Officer

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FAQ

What did Targa Resources Corp. (TRGP) announce in this 8-K?

Targa Resources Corp. reported completion of an underwritten public offering of senior notes totaling $1.5 billion. The issue includes separate 4.350% notes due 2031 and 6.050% notes due 2056, each in aggregate principal amounts of $750.0 million and fully guaranteed by certain subsidiaries.

What are the terms of Targa Resources (TRGP) 4.350% Senior Notes due 2031?

Targa issued $750.0 million aggregate principal amount of 4.350% Senior Notes due 2031. These notes are senior unsecured obligations, fully and unconditionally guaranteed on a senior unsecured basis by specified subsidiary guarantors, under an existing indenture and a Thirteenth Supplemental Indenture with U.S. Bank Trust Company as trustee.

What are the terms of Targa Resources (TRGP) 6.050% Senior Notes due 2056?

Targa issued $750.0 million aggregate principal amount of 6.050% Senior Notes due 2056. These senior unsecured notes are fully and unconditionally guaranteed by certain subsidiaries, subject to conditions, and were issued under the same base indenture structure and supplemental indenture as the 2031 notes.

How will Targa Resources (TRGP) use the $1.5 billion senior notes proceeds?

Targa expects to use the net proceeds for general corporate purposes. This includes repaying borrowings under its unsecured commercial paper note program, repaying other indebtedness, repurchasing or redeeming securities, and funding capital expenditures, working capital additions, or investments in its subsidiaries.

Under what SEC registration did Targa Resources (TRGP) issue these notes?

The senior notes offering was registered under the Securities Act using a shelf registration statement on Form S-3ASR, File No. 333-286012. A Prospectus Supplement dated February 25, 2026 and filed February 26, 2026 provided detailed terms for the securities issued.

Who is trustee for Targa Resources (TRGP) new senior notes and what documents govern them?

U.S. Bank Trust Company, National Association, serves as trustee for the notes. They are governed by an Indenture dated April 6, 2022 and a Thirteenth Supplemental Indenture dated March 2, 2026, which together define terms for the notes and subsidiary guarantees.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-4.2 EX-4.2 143.4 KB
• EX-5.1 EX-5.1 19.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB