Current Report Filing (8-k)
12 6월 2019 - 5:43AM
Edgar (US Regulatory)
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): June 7, 2019
TARGA RESOURCES PARTNERS LP
(Exact name of registrant as specified in its charter)
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Delaware
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001-33303
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65-1295427
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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811 Louisiana, Suite 2100
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
symbol(s)
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Name of each exchange
on which registered
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9.0% Series A
Fixed-to-Floating
Rate Cumulative Redeemable
Perpetual Preferred Units
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NGLS/PA
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New York Stock Exchange
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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
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Entry into a Material Definitive Agreement.
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First Amendment to Fourth Amended and Restated Credit Agreement
On June 7, 2019, Targa Resources Partners LP (the Partnership or Borrower) entered into the First Amendment to Fourth
Amended and Restated Credit Agreement (the Amendment), dated as of June 7, 2019, to its Fourth Amended and Restated Credit Agreement (the Original Agreement) with Bank of America, N.A., as Administrative Agent, and the
lenders and other signatories party thereto. Capitalized terms used but not defined herein shall have the meanings given to them in the Original Agreement.
The Amendment, among other things, amends the Original Agreement to (a) increase the maximum percentage of Consolidated EBITDA
attributable to Material Project EBITDA Adjustments from 20% to 30% solely for the fiscal periods from and including the fiscal period ending June 30, 2019 until and including the fiscal period ending June 30, 2020, after which time the
maximum percentage of Consolidated EBITDA attributable to Material Project EBITDA Adjustments shall revert to 20% of Consolidated EBITDA and (b) include in the calculation of Consolidated EBITDA for a period certain cash distributions received
by the Borrower (or any of its Consolidated Restricted Subsidiaries) from Unrestricted Subsidiaries (or entities that are not Subsidiaries) after the end of such period but on or prior to the date that the Borrower calculates Consolidated EBITDA for
such period.
The description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as
Exhibit 10.1 to this
Form 8-K
and is incorporated in this Item 1.01 by reference.
Certain of
the lenders or their respective affiliates have performed investment banking, financial advisory and commercial banking services for the Partnership and certain of the Partnerships affiliates, for which they have received customary
compensation, and they may continue to do so in the future. The Partnership has entered into derivative financial transactions with affiliates of Bank of America, N.A., and certain of the other lenders on terms it believes to be customary in
connection with these transactions.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
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The information included in
Item 1.01 of this Current Report on Form
8-K
is incorporated by reference into this Item 2.03 of this Current Report on Form
8-K.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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 hereunto duly authorized.
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TARGA RESOURCES PARTNERS LP
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By:
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Targa Resources GP LLC,
its general
partner
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Dated: June 11, 2019
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By:
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/s/ Jennifer R. Kneale
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Jennifer R. Kneale
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Chief Financial Officer
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(NYSE:NGLS)
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