Item 1.01 Entry into a Material Definitive Agreement.
On
The Notes are fully and unconditionally guaranteed, jointly and severally, on a
senior unsecured basis by the Subsidiary Guarantors (the "Guarantees" and,
together with the Notes, the "Securities") so long as such Subsidiary Guarantors
satisfy certain conditions. The Securities were issued pursuant to the
Indenture, dated as of
The Company used a portion of the net proceeds from the Offering to fund the
acquisition of
The Offering was registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a shelf registration statement on Form S-3ASR
(File No. 333-263730) of the Company (as may be amended from time to time, the
"Registration Statement"), as supplemented by the Prospectus Supplement dated
The terms of the Securities and the Indenture are further described in the
Registration Statement and the Prospectus Supplement under the captions
"Description of
The Trustee and certain of its affiliates have from time to time performed, and may in the future perform, various financial advisory, commercial and investment banking services for the Company or the Subsidiary Guarantors for which they received or will receive customary fees and expenses. An affiliate of the Trustee is a lender under the Company's credit facility.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 is incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure.
The information contained in the following Item 8.01 related to, and the accompanying, Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On
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Item 9.01 Financial Statements and Exhibits.
4.1 Indenture, dated as ofApril 6, 2022 , amongTarga Resources Corp. , as issuer, the guarantors named therein andU.S. Bank Trust Company, National Association , as trustee (incorporated by reference to Exhibit 4.1 toTarga Resources Corp.'s Current Report on Form 8-K filedApril 6, 2022 (File No. 001-34991)). 4.2 Fifth Supplemental Indenture, dated as ofJanuary 9, 2023 , amongTarga Resources Corp. , as issuer, the guarantors named therein andU.S. Bank Trust Company, National Association , as trustee. 4.3 Form of Notes (included in Exhibit 4.2 hereto). 5.1 Opinion ofVinson & Elkins L.L.P. regarding the legality of the Securities. 5.2 Opinion ofHall, Estill, Hardwick, Gable, Golden & Nelson, P.C . regarding the legality of the Securities. 23.1 Consent ofVinson & Elkins L.L.P. (included in Exhibit 5.1 hereto). 23.2 Consent ofHall, Estill, Hardwick, Gable, Golden & Nelson, P.C . (included in Exhibit 5.2 hereto). 99.1 Press release datedJanuary 9, 2023 , announcing the closing of the Grand Prix Transaction. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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