Attached files
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EX-10.1 - EX-10.1 - Targa Resources Partners LP | h72617exv10w1.htm |
EX-10.2 - EX-10.2 - Targa Resources Partners LP | h72617exv10w2.htm |
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
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
April 27, 2010
April 27, 2010
TARGA RESOURCES PARTNERS LP
(Exact name of registrant as specified in its charter)
Delaware | 001-33303 | 65-1295427 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation or organization) | File Number) | Identification No.) |
1000 Louisiana, Suite 4300
Houston, TX 77002
(Address of principal executive office and Zip Code)
Houston, TX 77002
(Address of principal executive office and Zip Code)
(713) 584-1000
(Registrants telephone number, including area code)
(Registrants 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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry Into a Material Definitive Agreement.
Contribution, Conveyance and Assumption Agreement
Targa Resources Partners LP, a Delaware limited partnership (the Partnership), previously
announced that it had entered into a Purchase and Sale Agreement (the Purchase Agreement) with
Targa LP Inc., Targa Permian GP LLC and Targa Midstream Holdings LLC (the Sellers) pursuant to
which the Sellers have agreed to sell to the Partnership (i) all of the limited partner interests
in Targa Midstream Services Limited Partnership (TMS), (ii) all of the limited liability company
interests in Targa Gas Marketing LLC (TGM), (iii) all of the limited and general partner
interests in Targa Permian LP (Permian), (iv) all of the limited partner interests in Targa
Straddle LP (Targa Straddle) and (v) all of the limited liability company interests in Targa
Straddle GP LLC (Targa Straddle GP) (such equity interests in TMS, TGM, Permian, Targa Straddle
and Targa Straddle GP being collectively referred to as the Purchased Interests), for aggregate
consideration of $420 million, subject to certain adjustments.
TMS, TGM, Permian, Targa Straddle and Targa Straddle GP (together, the Companies)
collectively own (i) Targa Resources, Inc.s (Targa) natural gas straddle business consisting of
the business and operations involving the Barracuda, Lowry and Stingray plants, including the
Pelican, Seahawk and Cameron gas gathering pipeline systems, all of which are wholly-owned by TMS
or its subsidiaries, and the business and operations represented by its participation and ownership
interests in the Bluewater, Sea Robin, Calumet, N. Terrebonne, Toca and Yscloskey plants,
(ii) certain of Targas natural gas gathering and processing systems, processing plants and related
assets including the Sand Hills processing plant and gathering system, Monahans gathering system,
Puckett gathering system, a 40% ownership interest in the West Seminole gathering system and a
compressor overhaul facility and (iii) Targas natural gas marketing business (collectively, the
Business). The description of the Purchase Agreement contained in the Partnerships Form 8-K
filed on April 1, 2010, is incorporated herein by reference and the Purchase Agreement, a copy of
which is filed as Exhibit 2.1 to this Form 8-K, is incorporated herein by reference.
In accordance with the Purchase Agreement, on April 27, 2010, the Partnership, Targa
Resources Operating LP, an indirect, wholly-owned subsidiary of the Partnership (TRO), Targa
North Texas GP LLC, a wholly-owned subsidiary of TRO (TNT), Targa Resources Texas GP LLC, a
wholly-owned subsidiary of TNT (TRT), and the Sellers entered into a Contribution, Conveyance and
Assumption Agreement (the Contribution Agreement) pursuant to which the Sellers contributed the
Purchased Interests to TNT and TRT in exchange for aggregate consideration of $420 million, subject
to certain adjustments. The Partnership used cash, funded through borrowings under the
Partnerships senior secured revolving credit facility, to fund the aggregate consideration for the
Purchased Interests. The description of the Contribution Agreement is qualified in its entirety by
reference to the Contribution Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K
and is incorporated herein by reference.
The board of directors of Targa Resources GP LLC, a Delaware limited liability company
and the general partner of the Partnership (the General Partner), approved the acquisition of the
Purchased Interests based on a recommendation from its conflicts committee. The conflicts
committee, which is comprised entirely of independent directors, retained independent legal and
financial advisers to assist it in evaluating and negotiating the transaction.
Amended Omnibus Agreement
On April 27, 2010, the Partnership entered into an amendment (the Omnibus Agreement
Amendment) to the Second Amended and Restated Omnibus Agreement (as amended, the Omnibus
Agreement) with Targa, the General Partner, and Targa Resources LLC. The amendments made by the
Omnibus Agreement Amendment extend the commitment of Targa to provide general and
administrative and other services to the Partnership through April 30, 2013 associated with (i) the
Business, (ii) additional assets, operations or businesses that may be sold by Targa to the
Partnership and (iii) if the parties to the Omnibus Agreement agree, additional assets, operations
or businesses that the Partnership may acquire from third parties.
This description of the Omnibus Agreement Amendment is qualified in its entirety by reference
to the Omnibus Agreement Amendment, a copy of which is filed as Exhibit 10.2 to this Form 8-K and
is incorporated in this Item 1.01 by reference. Capitalized terms used but not defined in this
section entitled Amended Omnibus Agreement have the meaning ascribed to them in the Omnibus
Agreement Amendment.
Relationships
Each of the Sellers, the General Partner, the Partnership, TRO, TNT and TRT are direct or
indirect subsidiaries of Targa. As a result, certain individuals, including officers and
directors of Targa, serve as officers and/or directors of more than one of such entities. The
General Partner, as the general partner of the Partnership, holds a 2% general partner interest and
incentive distribution rights in the Partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The descriptions under the headings Contribution, Conveyance and Assumption Agreement and
Relationships under Item 1.01 are incorporated in this Item 2.01 by reference. A copy of the
Contribution Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated in this Item
2.01 by reference.
The Partnership used cash, funded through borrowings under the Partnerships senior secured
revolving credit facility, to fund the $420 million aggregate consideration for the Purchased
Interests. Affiliates of the following lenders under the Partnerships senior secured revolving
credit facility have performed from time to time and may be performing investment banking, advisory
and other services for Targa and for the Partnership: Bank of America, N.A., Wachovia Bank,
National Association, Royal Bank of Canada, The Royal Bank of Scotland PLC, BNP Paribas, Citibank,
N.A., Compass Bank, U.S. Bank National Association, Comerica Bank, UBS Loan Finance LLC, Credit
Suisse, Goldman Sachs Credit Partners L.P., Raymond James Bank, FSB, Deutsche Bank Trust Company
Americas, and Barclays Bank PLC.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
In accordance with Item 9.01(a)(4) of Form 8-K, the required financial information with respect to
the acquisition of the Purchased Interests will be provided within 71 calendar days of May 3, 2010.
(b) Pro forma financial information.
In accordance with Item 9.01(b)(2) of Form 8-K, the required pro forma financial information with
respect to the acquisition of the Purchased Interests will be provided within 71 calendar days of
May 3, 2010.
(c) Not applicable.
(d) Exhibits
Exhibit | ||
Number | Description | |
Exhibit 2.1*
|
Purchase and Sale Agreement, dated as of March 31, 2010, by and among Targa Resources Partners LP, Targa LP Inc., Targa Permian GP LLC and Targa Midstream Holdings LLC (incorporated by reference to Exhibit 2.1 to Targa Resources Partners LPs Current Report on Form 8-K filed April 1, 2010 (File No. 001-33303)). | |
Exhibit 10.1
|
Contribution, Conveyance and Assumption Agreement, dated April 27, 2010, by and among Targa Resources Partners LP, Targa LP Inc., Targa Permian GP LLC, Targa Midstream Holdings LLC, Targa Resources Operating LP, Targa North Texas GP LLC and Targa Resources Texas GP LLC. | |
Exhibit 10.2
|
First Amendment to Second Amended and Restated Omnibus Agreement, dated April 27, 2010, by and among Targa Resources Partners LP, Targa Resources, Inc., Targa Resources LLC and Targa Resources GP LLC. |
* | Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request. |
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 PARTNERS LP |
||||
By: | Targa Resources GP LLC | |||
its general partner | ||||
Dated: April 29, 2010 | By: | /s/ Jeffrey J. McParland | ||
Jeffrey J. McParland | ||||
Executive Vice President and Chief Financial Officer |
||||
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
Exhibit 2.1*
|
Purchase and Sale Agreement, dated as of March 31, 2010, by and among Targa Resources Partners LP, Targa LP Inc., Targa Permian GP LLC and Targa Midstream Holdings LLC (incorporated by reference to Exhibit 2.1 to Targa Resources Partners LPs Current Report on Form 8-K filed April 1, 2010 (File No. 001-33303)). | |
Exhibit 10.1
|
Contribution, Conveyance and Assumption Agreement, dated April 27, 2010, by and among Targa Resources Partners LP, Targa LP Inc., Targa Permian GP LLC, Targa Midstream Holdings LLC, Targa Resources Operating LP, Targa North Texas GP LLC and Targa Resources Texas GP LLC. | |
Exhibit 10.2
|
First Amendment to Second Amended and Restated Omnibus Agreement, dated April 27, 2010, by and among Targa Resources Partners LP, Targa Resources, Inc., Targa Resources LLC and Targa Resources GP LLC. |
* | Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request. |