Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - Targa Resources Partners LP | d885296dex992.htm |
| EX-23.1 - EX-23.1 - Targa Resources Partners LP | d885296dex231.htm |
| EX-99.1 - EX-99.1 - Targa Resources Partners LP | d885296dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 27, 2015
TARGA RESOURCES PARTNERS LP
(Exact name of registrant as specified in its charter)
| Delaware | 001-33303 | 65-1295427 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
1000 Louisiana, Suite 4300
Houston, TX 77002
(Address of principal executive office and Zip Code)
(713) 584-1000
(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:
| ¨ | Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
On March 4, 2015, Targa Resources Partners LP (the “Partnership”) filed a current report on Form 8-K (the “Original Filing”) in connection with the closing on February 27, 2015 of the merger (the “Merger”) of Trident MLP Merger Sub LLC, a wholly owned subsidiary of the Partnership, with and into Atlas Pipeline Partners, L.P. (“APL”). In connection with the transactions disclosed in Item 2.01 of the Original Filing, the Partnership is filing this Form 8-K/A to provide the audited financial statements of APL and unaudited pro forma condensed consolidated financial statements of the Partnership after giving effect to the Merger, as required by Item 9.01(a) and Item 9.01(b) of Form 8-K. This information was not included in the Original Filing.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The audited consolidated balance sheets as of December 31, 2014 and 2013 and the related consolidated statements of operations, comprehensive income, equity and cash flows of APL for each of the three years in the period ended December 31, 2014 and the related notes thereto, are attached hereto as Exhibit 99.1.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated balance sheet of the Partnership as of December 31, 2014, which gives effect to the Merger as if it had occurred on December 31, 2014, and the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2014 and the related notes thereto, which gives effect to the Merger as if it had occurred on January 1, 2014, are attached hereto as Exhibit 99.2.
(d) Exhibits.
| Exhibit Number |
Description | |
| 23.1 | Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm for Atlas Pipeline Partners, L.P. | |
| 99.1 | Audited consolidated balance sheets as of December 31, 2014 and 2013 and the related consolidated statements of operations, comprehensive income, equity and cash flows of Atlas Pipeline Partners, L.P. for each of the three years in the period ended December 31, 2014 and the related notes thereto. | |
| 99.2 | Unaudited pro forma condensed consolidated balance sheet of Targa Resources Partners LP as of December 31, 2014, which gives effect to the Merger as if it had occurred on December 31, 2014, and the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2014 and the related notes thereto, which give effect to the Merger as if it had occurred on January 1, 2014. | |
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: March 10, 2015 | By: | /s/ Matthew J. Meloy | ||
| Matthew J. Meloy | ||||
| Senior Vice President, Chief Financial Officer and Treasurer | ||||
INDEX TO EXHIBITS
| Exhibit Number |
Description | |
| 23.1 | Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm for Atlas Pipeline Partners, L.P. | |
| 99.1 | Audited consolidated balance sheets as of December 31, 2014 and 2013 and the related consolidated statements of operations, comprehensive income, equity and cash flows of Atlas Pipeline Partners, L.P. for each of the three years in the period ended December 31, 2014 and the related notes thereto. | |
| 99.2 | Unaudited pro forma condensed consolidated balance sheet of Targa Resources Partners LP as of December 31, 2014, which gives effect to the Merger as if it had occurred on December 31, 2014, and the unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2014 and the related notes thereto, which give effect to the Merger as if it had occurred on January 1, 2014. | |