Targa gets tenders for $4.78 million of Atlas Pipeline’s 6 5/8% notes in change-of-control offer

By Jennifer Chiou

New York, March 3 – Targa Resources Partners LP announced the close of its change-of-control tender offer for the 6 5/8% senior notes due 2020 issued by Atlas Pipeline Partners, LP and Atlas Pipeline Finance Corp.

The change-of-control offer ended at 8 a.m. ET on March 3, at which time the company said valid tenders had been received in the amount of $4.78 million. Settlement is anticipated on March 4.

The company previously wrapped tender offers for three series of notes issued by Atlas Pipeline, including the 6 5/8% notes, according to a Feb. 26 press release.

The tender offers were in connection with, and conditioned upon, the completion of the merger with Atlas Pipeline, according to a news release.

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.

Targa started the other cash tender offers as well as consent solicitations for the three series of notes on Jan. 15.

As announced on Feb. 26, the expiration of the offers, Targa received tenders for the following amounts:

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

• $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.

The settlement date was Feb. 27.

Targa also had solicited consents, on behalf of the issuers, to amend the notes to eliminate substantially all of the restrictive covenants and some events of default, and the company executed supplemental indentures to implement the changes to the indentures for the 4¾% and 5 7/8% notes.

Barclays (800 438-3242 or 212 528-7581 collect) and BofA Merrill Lynch (888 292-0070 or 980 683-3215 collect) acted as 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 atlas@dfking.com) was 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.

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