TARGA RESOURCES CORP. (NYSE:TRGP) Files An 8-K Entry into a Material Definitive Agreement

TARGA RESOURCES CORP. (NYSE:TRGP) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01

Entry into a Material Definitive Agreement

Underwriting Agreement

On January23, 2017, Targa Resources Corp. (the Company) entered
into an Underwriting Agreement (the Underwriting Agreement) with
Barclays Capital Inc. and RBC Capital Markets, LLC (the
Underwriters), providing for the offer and sale in an
underwritten public offering (the Equity Offering) of 8,000,000
shares of the Companys common stock, par value $0.001 per share
(the Common Stock), at a price of $57.65 per share of Common
Stock. to the Underwriting Agreement, the Company granted the
Underwriters a 30-day option (the Option) to purchase up to an
additional 1,200,000 shares of Common Stock (representing 15% of
the number of shares of Common Stock offered to the public) on
the same terms as the Common Stock sold by the Company.

The Equity Offering is expected to close on January26, 2017. The
Common Stock to be sold to the Underwriting Agreement was
registered under the Securities Act of 1933, as amended (the
Securities Act), to a registration statement on Form S-3 (File
No.333-211522).

In the Underwriting Agreement, the Company agreed to indemnify
the Underwriters against certain liabilities, including
liabilities under the Securities Act, or to contribute to
payments the Underwriters may be required to make because of any
of those liabilities. The foregoing description of the
Underwriting Agreement is qualified in its entirety by reference
to the full text of the Underwriting Agreement, which is filed as
Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

Relationships

The Underwriters and their affiliates have engaged in, and may in
the future engage in, investment banking and other commercial
dealings in the ordinary course of business with the Company or
its affiliates for which they have received or will receive
customary fees and expenses. The Underwriters and their
affiliates may currently, and may from time to time in the
future, engage in transactions with and perform services for the
Company and its affiliates in the ordinary course of business.
Additionally, affiliates of each of the Underwriters are lenders
under the Companys credit facility and the credit facility of its
subsidiary, Targa Resources Partners LP, and, accordingly, such
affiliates may receive a portion of the net proceeds from the
Equity Offering to the extent such proceeds are used for the
repayment of borrowings under such facilities. In addition, an
affiliate of RBC Capital Markets, LLC is acting as financial
advisor to the Company in connection with the Companys recently
announced acquisition of Outrigger Delaware Operating, LLC,
Outrigger Southern Delaware Operating, LLC and Outrigger Midland
Operating, LLC.

Item7.01 Regulation FD Disclosure

On January23, 2017, the Company issued a press release announcing
the pricing of the Common Stock. A copy of the press release is
attached hereto as Exhibit 99.1, and is incorporated herein by
reference.

Item9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number

Description

1.1 Underwriting Agreement dated as of January23, 2017 by and
between Targa Resources Corp. and the Underwriters named
therein.
5.1 Opinion of Vinson Elkins L.L.P. regarding legality of the
Common Stock.
23.1 Consent of Vinson Elkins L.L.P. (included in Exhibit 5.1).
99.1 Press Release dated January23, 2017, announcing the pricing
of the Common Stock.

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About TARGA RESOURCES CORP. (NYSE:TRGP)

Targa Resources Corp., through its general and limited partner interests in Targa Resources Partners LP (the Partnership), is a provider of midstream natural gas and natural gas liquid (NGL) services in the United States. The Partnership is engaged in the business of gathering, compressing, treating, processing and selling natural gas and storing, fractionating, treating, transporting, terminaling and selling NGLs, NGL products, and gathering, storing and terminaling crude oil and refined petroleum products. The Partnership operates in two divisions: Gathering and Processing, and Logistics and Marketing. The Gathering and Processing division consists of two segments: Field Gathering and Processing, and Coastal Gathering and Processing. The Logistics and Marketing division consists of two segments: Logistics Assets, and Marketing and Distribution.

TARGA RESOURCES CORP. (NYSE:TRGP) Recent Trading Information

TARGA RESOURCES CORP. (NYSE:TRGP) closed its last trading session down -0.18 at 59.24 with 3,113,674 shares trading hands.

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