fwp
Filed pursuant to Rule 433
Registration Statement No. 333-159678
August 7, 2009
Targa Resources Partners LP
Pricing Sheet August 7, 2009
6,000,000 Common Units Representing Limited Partner Interests
This free writing prospectus relates only to the securities described below and should be read
together with the preliminary prospectus supplement dated August 6, 2009 and the prospectus dated
July 31, 2009 relating to these securities.
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Offering price:
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$15.70 per common unit |
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Option to purchase additional units:
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900,000 additional common units (30 days) |
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Proceeds, net of underwriting
discounts and commissions:
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$90,000,000 (excluding option
to purchase additional common units) or
$103,500,000 (including
exercise of option to purchase
additional common units) |
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Trade Date:
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August 7, 2009 |
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Settlement Date:
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August 12, 2009 |
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Issuer Symbol:
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NGLS |
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Exchange:
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Nasdaq |
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CUSIP:
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87611X105 |
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Book-Running Managers:
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UBS
Securities LLC
Barclays Capital Inc.
Citigroup Global Markets Inc. |
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Co-Managers:
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Raymond James & Associates, Inc.
Deutsche Bank Securities Inc.
RBC Capital Markets Corporation |
Targa Resources Partners LP has filed a registration statement (including a prospectus) on Form S-3
with the Securities and Exchange Commission (SEC) for the offering to which this communication
relates. Before you invest, you should read the prospectus supplement to the prospectus in that
registration statement and other documents the issuer has filed with the SEC for more complete
information about Targa Resources Partners LP and this offering. You may get these documents for
free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, the
underwriter or any dealer participating in the offering will arrange to send you the prospectus if
you request it by calling UBS Securities LLC at 888-827-7275, Barclays Capital Inc. at 888-603-5847
or Citigroup Global Markets Inc. at 800-831-9146.
Use of Proceeds
We expect
to receive net proceeds of $91.5 million, including our general partners proportionate capital
contribution, or $105.3 million if the underwriters exercise their option to purchase additional
common units in full, in each case, after deducting underwriting discounts and commissions and
estimated offering expenses payable by us. We intend
to use the net proceeds from this offering,
including any net proceeds from the underwriters exercise of their option to purchase additional
common units, for general partnership purposes, which may include reducing borrowings under our
senior secured credit facility and redeeming or repurchasing some of our outstanding notes. We may
reborrow any amounts paid down under our senior secured credit facility.
Revised Capitalization Disclosure
In the Historical column of the capitalization table on page S-23 of the preliminary prospectus
supplement, Total Capitalization should be $1,339.9 million.
The As Adjusted column of the capitalization table on page S-23 of the preliminary prospectus reflects
the Partnerships capitalization as of June 30, 2009, on a historical basis, as
adjusted to reflect the sale of the 111/4%
Senior Notes due 2017, the sale of the common units in this offering and the application of the
net proceeds therefrom and our general partners proportionate capital contribution to reduce
borrowings under the Partnerships senior secured credit facility.
In the As Adjusted column of the
capitalization table on page S-23 of the preliminary prospectus supplement, Cash and cash
equivalents is $37.9 million, Senior Secured Credit Facility is $124.9 million, Total debt is
$571.4 million, Common units is $727.2 million, General partner interest is $6.5 million,
Accumulated other comprehensive income is $40.8 million, Total partners capital is $774.5 million
and Total capitalization is $1,345.9 million.