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)
August 25, 2010
TARGA RESOURCES PARTNERS LP
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction
of incorporation or organization) 		  001-33303
(Commission
File Number) 		  65-1295427
(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:
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 (the “Partnership”) previously announced that it had entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Targa Versado Holdings LP (the “Seller”), pursuant to which the Seller has agreed to sell to the Partnership (i) all of the member interests in Targa Versado GP LLC, a Delaware limited liability company (“Targa Versado GP”) and (ii) all of the limited partner interests in Targa Versado LP, a Delaware limited partnership (“Targa Versado LP”) (such member interests in Targa Versado GP and limited partner interests in Targa Versado LP being collectively referred to as the “Purchased Interests”), for aggregate consideration of $247 million, subject to certain adjustments.
          Targa Versado GP and Targa Versado LP (together, the “Companies”) collectively own a 63% ownership interest in Versado Gas Processors, L.L.C., which conducts a natural gas gathering and processing business in New Mexico consisting of the business and operations involving the Eunice, Monument and Saunders gathering and processing systems, processing plants and related assets (collectively, the “Business”).
     In accordance with the Purchase Agreement, on August 25, 2010, the Partnership, Targa North Texas GP LLC, an indirect, wholly-owned subsidiary of the Partnership (“TNT”), and the Seller entered into a Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) pursuant to which the Seller contributed the Purchased Interests to TNT in exchange for aggregate consideration of $247 million, subject to certain adjustments. The Partnership used cash, funded through borrowings under the Partnership’s senior secured revolving credit facility, and the issuance to the Seller of common units representing limited partner interests in the Partnership and general partner units representing general partner interests in the Partnership, 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.
Relationships
     Each of the Seller, the Partnership, the General Partner and TNT are indirect subsidiaries of Targa Resources, Inc. (“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 Partnership’s senior secured revolving credit facility, to fund $245 million of the aggregate consideration for the Purchased Interests. Affiliates of the following lenders under the Partnership’s 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., The Royal Bank of Scotland PLC, Wells Fargo Bank, National Association, Barclays Bank PLC, Deutsche Bank Securities Inc., Deutsche Bank Trust Company Americas, Compass Bank, BNP Paribas, Citibank, N.A., JPMorgan Chase Bank, N.A., Royal Bank of Canada, ING Capital LLC, Sumitomo Mitsui Banking Corporation, Morgan Stanley Bank, N.A., UBS Loan Finance LLC, Comerica Bank, U.S. Bank National Association, Capital One, N.A., Raymond James Bank, FSB, Natixis, Credit Suisse AG, Cayman Islands Branch, Amegy Bank National Association, Caterpillar Financial Services Corporation and Goldman Sachs Bank USA.

 

 

Item 3.02   Unregistered Sales of Equity Securities.
     The description in Item 2.01 above is incorporated herein by reference. Pursuant to the Purchase Agreement, 1% of the $247 million consideration, subject to certain adjustments, paid to the Seller by the Partnership on August 25, 2010 to acquire the Purchased Interests consisted of 89,813 common units representing limited partner interests in the Partnership and 1,833 general partner units representing general partner interests in the Partnership, each valued at $26.9748 per unit. The issuance of the common units and general partner units to Targa’s subsidiaries pursuant to the Purchase Agreement did not involve a public offering of securities and was undertaken in reliance upon the exemption from the registration requirements of the Securities Act of 1933 afforded by Section 4(2). The Partnership believes that exemptions other than the foregoing exemption may exist for these transactions.
Item 9.01   Financial Statements and Exhibits.
(d) Exhibits.
         
Exhibit No.   Description
  10.1    
Contribution, Conveyance and Assumption Agreement, dated August 25, 2010, by and among Targa Resources Partners LP, Targa Versado Holdings LP and Targa North Texas GP LLC.

 

 

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.
         
    TARGA RESOURCES PARTNERS LP
 
       
 
  By:   Targa Resources GP LLC,
 
      its general partner
 
       
Dated: August 26, 2010
  By:   /s/ Jeffrey J. McParland
 
       
 
      Jeffrey J. McParland
 
      Executive Vice President and Chief Financial Officer

 

 

EXHIBIT INDEX
         
Exhibit No.   Description
  10.1    
Contribution, Conveyance and Assumption Agreement, dated August 25, 2010, by and among Targa Resources Partners LP, Targa Versado Holdings LP and Targa North Texas GP LLC.

 

Exhibit 10.1
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
     THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “ Agreement ”), dated as of August 25, 2010, is entered into by and among TARGA VERSADO HOLDINGS LP, a Delaware limited partnership (“ Versado Holdings LP ”), TARGA RESOURCES PARTNERS LP, a Delaware limited partnership (the “ Partnership ”), and TARGA NORTH TEXAS GP LLC, a Delaware limited liability company (“ TNT GP ”). The parties to this Agreement are collectively referred to herein as the “ Parties .” Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement (as defined below).
RECITALS
     WHEREAS, Versado Holdings LP and the Partnership have heretofore entered into that certain Purchase and Sale Agreement dated as of August 6, 2010 (the “ Purchase Agreement ”), providing for the sale by Versado Holdings LP to the Partnership of: (i) 100% of the limited partner interests in Targa Versado LP (“ Versado LP Interests ”) and (ii) 100% of the limited liability company interests in Targa Versado GP LLC (“ Versado GP Interests ”); and
     WHEREAS, pursuant to the terms of the Purchase Agreement, Versado Holdings LP shall sell, convey, transfer and assign the Versado LP Interests and the Versado GP Interests (collectively, the “ Purchased Interests ”) to TNT GP, a subsidiary of the Partnership;
     NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the Parties undertake and agree as follows:
ARTICLE 1
CONTRIBUTIONS, ACKNOWLEDGMENTS AND DISTRIBUTIONS
RELATING TO THE PURCHASED INTERESTS
     Section 1.1 Contribution by Versado Holdings LP of the Versado LP Interests and the Versado GP Interests to TNT GP. Versado Holdings LP hereby grants, contributes, bargains, conveys, assigns, transfers, sets over and delivers to TNT GP, its successors and assigns, for its and their own use forever, all right, title and interest in and to the Versado LP Interests and the Versado GP Interests, and TNT GP hereby accepts the Versado LP Interests and the Versado GP Interests and agrees to be the sole member of Versado GP and the limited partner of Versado LP.
ARTICLE 2
FURTHER ASSURANCES
     Section 2.1 From time to time after the date first above written, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and will do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, or (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to

 

 

the interests contributed and assigned by this Agreement or intended so to be and to more fully and effectively carry out the purposes and intent of this Agreement.
ARTICLE 3
MISCELLANEOUS
     Section 3.1 Headings . All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof.
     Section 3.2 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
     Section 3.3 No Third Party Rights . The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or remedies and no person is or is intended to be a third-party beneficiary of any of the provisions of this Agreement.
     Section 3.4 Counterparts . This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the Parties.
     Section 3.5 Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts made and to be performed wholly within such state without giving effect to conflict of law principles thereof.
     Section 3.6 Severability . If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.
     Section 3.7 Amendment or Modification . This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing.
     Section 3.8 Conflicts . Nothing in this Agreement shall be construed as an agreement to assign any asset, or any interest therein, that is subject to any agreement that, by its terms or pursuant to applicable law, is not capable of being sold, assigned, transferred, conveyed or delivered without the consent or waiver of a third party or a governmental authority unless and until such consent or waiver shall be given.
     Section 3.9 Integration . This Agreement and the instruments referenced herein supersede all previous understandings or agreements among the Parties, whether oral or written, with respect to their subject matter. This document and such instruments contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or

 

 

shall be included in or form part of this Agreement unless it is contained in a written amendment hereto executed by the Parties after the date of this Agreement.
     Section 3.10 Deed; Bill of Sale; Assignment . To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “bill of sale” or “assignment” of the assets and interests referenced herein.
[ Signature page follows ]

 

 

     IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties as of the date first above written.
         
  TARGA VERSADO HOLDINGS LP

By: Targa Versado Holdings GP LLC,
        its general partner
  		 
  By:   /s/ Rene R. Joyce    
    Rene R. Joyce   
    Chief Executive Officer   
 
         
  TARGA RESOURCES PARTNERS LP

By: Targa Resources GP LLC,
        its general partner
  		 
  By:   /s/ Joe Bob Perkins    
    Joe Bob Perkins   
    President   
 
         
  TARGA NORTH TEXAS GP LLC
  		 
  By:   /s/ Joe Bob Perkins    
    Joe Bob Perkins   
    President