Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On
The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Issuers and the Guarantors, on the one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
Relationships
The Initial Purchasers or their respective affiliates have performed investment banking, financial advisory and commercial banking services for the Partnership and certain of its affiliates, for which they have received customary compensation, and they may continue to do so in the future. The Partnership intends to use a portion of the net proceeds from the Offering to fund the concurrent cash tender offer (the "Tender Offer") to purchase for cash, subject to certain conditions, any and all of the Partnership's 6 3/4% Senior Notes due 2024 (the "2024 Notes"), to pay fees and expenses thereof, and to redeem any 2024 Notes that remain outstanding after consummation of the Tender Offer. The Partnership will use the remaining net proceeds from the Offering to reduce borrowings under the Partnership's senior secured revolving credit facility. Because certain of the Initial Purchasers or their affiliates are lenders under the Partnership's credit facilities and may be holders of (or manage accounts that hold) the notes subject to the Tender Offer, such Initial Purchasers and affiliates will receive a portion of the net proceeds from the Offering. The Partnership has entered into commodity swap transactions with certain of the Initial Purchasers with terms the Partnership believes to be customary in connection with these transactions.
The description set forth above in Item 1.01 is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On
The press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale of such securities would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Purchase Agreement dated as ofAugust 11, 2020 , among the Issuers, theGuarantors andWells Fargo Securities, LLC , as representative of the several initial purchasers (incorporated by reference to Exhibit 10.1 toTarga Resources Partners LP's Current Report on Form 8-K (File No. 001-33303) filedAugust 17, 2020 ). 99.1 Press release datedAugust 11, 2020 , announcing the pricing of the Offering (incorporated by reference to Exhibit 99.1 toTarga Resources Partners LP's Current Report on Form 8-K (File No. 001-33303) filedAugust 17, 2020 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1
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