Stonepeak Infrastructure Partners Co. - 2016-02-18

Will acquire 500,000 newly authorized shares of 9.5% Series A preferred stock from Targa Resources Corp. Investment vehicles affiliated with Stonepeak will purchase about $500 million of the shares, priced at $1,000 each. Shares will be redeemable after five years and converted into Targa common shares in 2028. Stonepeak will also receive about 7 million seven-year term warrants with a strike price of $18.88 per share; about 3.4 million warrants with a strike price of $25.11 per share will also be received. Net proceeds will repay debts and support general corporate purposes. The pro forma liquidity will increase to $2.2 billion, up from $1.7 billion. Vinson & Elkins LLP is Targa’s legal counsel, and Sidley Austin LLP is Stonepeak’s legal counsel.