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.

On December2, 2016, Targa Resources Corp. (the Company)
entered into an Equity Distribution Agreement (the
Agreement) with Deutsche Bank Securities Inc., Barclays
Capital Inc., Capital One Securities Inc., Citigroup Global
Markets Inc., Goldman, Sachs Co., Jefferies LLC, J.P. Morgan
Securities LLC, Merrill Lynch, Pierce, Fenner Smith Incorporated,
Morgan Stanley Co. LLC, RBC Capital Markets, LLC, SunTrust
Robinson Humphrey, Inc., and Wells Fargo Securities, 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 hereto.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Description of the Exhibits

1.1 Equity Distribution Agreement, dated December 2, 2016, by and
between the Company and Deutsche Bank Securities Inc.,
Barclays Capital Inc., Capital One Securities Inc., Citigroup
Global Markets Inc., Goldman, Sachs Co., Jefferies LLC, J.P.
Morgan Securities LLC, Merrill Lynch, Pierce, Fenner Smith
Incorporated, Morgan Stanley Co. LLC, RBC Capital Markets,
LLC, SunTrust Robinson Humphrey, Inc., and Wells Fargo
Securities, 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).

2


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 up +0.02 at 51.86 with 2,903,078 shares trading hands.

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