Targa Resources gets tenders for $1.14 billion Atlas Pipeline notes

By Marisa Wong

Madison, Wis., Feb. 26 – Targa Resources Partners LP announced the final results of the tender offers for three series of notes issued by Atlas Pipeline Partners, LP and Atlas Pipeline Finance Corp.

As of 8 a.m. ET on Feb. 26, the expiration of the offers, Targa received tenders for the following amounts:

• $140,108,000, or 28%, of the $500 million outstanding 6 5/8% senior notes due 2020;

• $393,498,000, or 98.4%, of the $400 million outstanding 4¾% senior notes due 2021; and

• $601,888,000, or 92.6%, of the $650 million outstanding 5 7/8% senior notes due 2023.

Targa said it expects to accept for payment all of the tendered notes and settle the tender offers on Friday, immediately prior to effecting its pending merger with Atlas Pipeline.

As previously announced, the expiration of the tender offers had been extended from 11:59 p.m. ET on Feb. 18.

As of the original tender expiration, holders had tendered

• 98.4% of the 4¾% notes, up from 98.3% as of the early tender deadline;

• 92.6% of the 5 7/8% notes, up from 91.0% by the early tender date; and

• 29.6% of the 6 5/8% notes.

Holders had tendered less than a majority of the 6 5/8% notes by the original early tender deadline of 5 p.m. ET on Jan. 29, as previously announced.

The company said on Feb. 2 that it had received tenders for the overwhelming majority of two series of notes but less than a majority of the third series and extended the early tender deadline for that third series by a week to 5 p.m. ET on Feb. 6.

The total purchase price is $1,015 for each $1,000 principal amount of notes tendered by the applicable early tender date.

The total payment includes an early tender premium of $30 per $1,000 principal amount.

Those who tendered after the early deadline will receive $985 per $1,000 of notes.

The company also will pay accrued interest up to but excluding the settlement date.

Targa solicited consents, on behalf of the issuers, to amend the notes to eliminate substantially all of the restrictive covenants and some events of default.

The proposed amendments required the consent of a majority of the outstanding principal amount of each series of notes.

As previously reported, Targa had executed supplemental indentures to implement the changes to the indentures for the 4¾% and 5 7/8% notes.

Targa also announced a change-of-control tender offer for the 6 5/8% notes, which is independent of the tender offer currently under way.

The purchase price in the change-of-control offer is $1,010 per $1,000 principal amount plus accrued interest up to but excluding the settlement date.

Expiration for the change-of-control offer is 8 a.m. ET on March 3.

Targa announced the cash tender offers and consent solicitations for the three series of notes on Jan. 15.

The tender offers are in connection with, and conditioned upon, the completion of the merger with Atlas Pipeline.

Barclays (800 438-3242 or 212 528-7581 collect) and BofA Merrill Lynch (888 292-0070 or 980 683-3215 collect) are the dealer managers and solicitation agents for the original offer.

D.F. King & Co., Inc. (877 361-7970 or, for banks and brokers, 212 269-5550 collect or by e-mail to atlas@dfking.com) is the tender agent and information agent for both the original tender offer and the change-of-control offer.

Targa Resources is a Houston-based midstream energy company.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.