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

Item1.01

Underwriting Agreement

On May25, 2017, Targa Resources Corp. (the Company) entered into
an Underwriting Agreement (the Underwriting Agreement) with
Barclays Capital Inc. (the Underwriter), providing for the offer
and sale in an underwritten public offering (the Equity Offering)
of 17,000,000 shares of the Companys common stock, par value
$0.001 per share (the Common Stock), at a price of $46.10 per
share of Common Stock. to the Underwriting Agreement, the Company
granted the Underwriter a 30-day option (the Option) to purchase
up to an additional 2,550,000 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 June1, 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 Underwriter against certain liabilities, including
liabilities under the Securities Act, or to contribute to
payments the Underwriter 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 Underwriter and its 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 Underwriter and its 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, an
affiliate of the Underwriter is a lender under the Companys
credit facility and the credit facility of its subsidiary, Targa
Resources Partners LP, and, accordingly, such affiliate 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.

On May25, 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.

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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 -1.42 at 45.92 with 9,959,946 shares trading hands.