Entry into a Material Definitive Agreement.
On September 20, 2018, Targa Resources Corp. (the Company) entered into an Equity Distribution Agreement (the
Agreement) with Morgan Stanley & Co. LLC, Barclays Capital Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities
(USA) Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia
Capital (USA) Inc., SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC and Wells Fargo Securities, LLC (each, a Manager and collectively, the Managers). Pursuant to
the terms of the Agreement, the Company may sell from time to time through the Managers, as the Companys sales agents, shares of the Companys common stock, par value $0.001, having an aggregate gross sales price to the public of up to
$750,000,000 (the Shares). Sales of the Shares, if any, will be made by means of ordinary brokers transactions on the New York Stock Exchange, any other national securities exchange or facility thereof, a trading facility of
a national securities association or an alternate trading system, to or through a market maker or directly on or through an electronic communication network or any similar market venue, at market prices, in block transactions or as otherwise agreed
by the Company and one or more of the Managers.
Under the terms of the Agreement, the Company may also sell Shares from time to time to
any Manager as principal for its own account at a price to be agreed upon at the time of sale. Any sale of Shares to any Manager as principal would be pursuant to the terms of a separate terms agreement between the Company and such Manager.
The Shares will be issued pursuant to the Companys shelf registration statement on Form S-3
(Registration No. 333-211522), filed on May 23, 2016.
The Managers and their affiliates
have, from time to time, and may in the future perform, various financial advisory and commercial and investment banking services for the Company and its affiliates, for which they have received and in the future will receive customary compensation
and expense reimbursement. In addition, affiliates of certain of the Managers are lenders under the Companys senior secured revolving credit facility (the Credit Facility), and our subsidiary Targa Resources Partners LPs
senior secured revolving credit facility (the TRP Revolver) and accounts receivable securitization facility (the TRP Securitization Facility and, together with the Credit Facility and the TRP Revolver, the Credit
Facilities). To the extent the Company uses proceeds from the sale of Shares to repay indebtedness under any of the Credit Facilities, as applicable, such affiliates may receive proceeds from this offering.
Certain of the Managers are also sales agents under the Equity Distribution Agreement dated May 9, 2017 among the Company and the other
sales agents party thereto (the 2017 Sales Agreement).
The summary of the Agreement in this report does not purport to
be complete and is qualified by reference to such agreement, which is filed as Exhibit 1.1 hereto. Legal opinions relating to the Shares are included as Exhibit 5.1 hereto.
Termination of a Material Definitive Agreement.
On September 20, 2018, the Company terminated the Equity Distribution Agreement dated December 2, 2016 (the 2016 Sales
Agreement) among the Company, Barclays Capital Inc., Capital One Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., Jefferies LLC, J.P. Morgan Securities LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, SunTrust Robinson Humphrey, Inc., and Wells Fargo Securities, LLC (each, a Sales Agent and collectively, the Sales
Agents). The 2016 Sales Agreement was terminable at will upon notification by the Company with no penalty. Pursuant to the terms of the 2016 Sales Agreement, the Company was entitled to sell from time to time through the Sales Agents,
shares of the Companys common stock, par value $0.001, having an aggregate gross sales price to the public of up to $750,000,000.