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

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

Item1.01.

Entry into a Material Definitive Agreement.

On May9, 2017, Targa Resources Corp. (the Company) entered
into an Equity Distribution Agreement (the Agreement) with
Deutsche Bank Securities Inc., BBT Capital Markets, a division of
BBT Securities, LLC, BNP Paribas Securities Corp., Credit Suisse
Securities (USA) LLC, Goldman Sachs Co. LLC, Jefferies LLC, J.P.
Morgan Securities LLC, Morgan Stanley Co. LLC, MUFG Securities
Americas Inc., SMBC Nikko Securities America, Inc. and TD
Securities (USA) LLC (each, a Manager and collectively,
the Managers). 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 to the terms
of a separate terms agreement between the Company and such
Manager.

The Shares will be issued to the Companys shelf registration
statement on Form S-3 (Registration No.333-211522), filed on
May23, 2016.

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.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

DescriptionoftheExhibits

1.1 Equity Distribution Agreement, dated May9, 2017, by and
between the Company and Deutsche Bank Securities Inc., BBT
Capital Markets, a division of BBT Securities, LLC, BNP
Paribas Securities Corp., Credit Suisse Securities (USA) LLC,
Goldman Sachs Co. LLC, Jefferies LLC, J.P. Morgan Securities
LLC, Morgan Stanley Co. LLC, MUFG Securities Americas Inc.,
SMBC Nikko Securities America, Inc. and TD Securities (USA)
LLC.
5.1 Opinion of Vinson Elkins L.L.P. regarding legality of the
Shares.
23.1 Consent of Vinson Elkins L.L.P. (included in Exhibit 5.1).

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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 -1.11 at 49.26 with 1,757,156 shares trading hands.