UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 19, 2011
TARGA RESOURCES CORP.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
001-34991
(Commission
File Number)
|
|
20-3701075
(IRS Employer
Identification No.) |
1000 Louisiana, Suite 4300
Houston, TX 77002
(Address of principal executive office and Zip Code)
(713) 584-1000
(Registrants’ telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends Targa Resources Corp.’s Current Report
on Form 8-K dated October 19, 2011 (the “Original 8-K”) relating to Targa Resources Partners LP’s
preliminary estimated third quarter results and guidance and a financial update for Targa Resources
Corp. The Original 8-K was inadvertently submitted to EDGAR under Item 8.01 when in fact the
disclosure needed to be and herein is reclassified as furnished under Item 2.02. The information
furnished pursuant to Item 2.02 in this Amendment and the Original 8-K, including Exhibit 99.1,
shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, and will not be incorporated by reference into any filing under the Securities
Act of 1933, as amended, unless specifically identified therein as being incorporated therein by
reference. This Amendment No.1 does not otherwise revise the Original 8-K.
Item 2.02 Results of Operations and Financial Condition.
On October 19, 2011, Targa Resources Corp. (the “Company”) and Targa Resources Partners LP
(the “Partnership”) issued a press release disclosing the Partnership’s preliminary estimated
results for the third quarter of 2011, forecasts of the Partnership’s financial results for the
fourth quarter of 2011 and the calendar year 2012, and a financial update by the Company.
The press release furnished as Exhibit 99.1 hereto, includes the non-generally accepted
accounting principle, or non-GAAP, financial measure Adjusted EBITDA. The press release provides
reconciliations of this non-GAAP financial measure to its most directly comparable financial
measure calculated and presented in accordance with generally accepted accounting principles in the
United States of America (“GAAP”) as well as other disclosures about this non-GAAP measure. Our
non-GAAP financial measure of Adjusted EBITDA should not be considered as an alternative to the
GAAP measure of net income.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be
deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, and will not be incorporated by reference into any filing under the Securities Act of
1933, as amended, unless specifically identified therein as being incorporated therein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| |
|
|
| Exhibit Number |
|
Description |
Exhibit 99.1
|
|
Targa Resources Corp. Press Release dated October 19, 2011
(incorporated by reference to Exhibit 99.1 to Targa
Resources Corp.’s Current Report on Form 8-K filed October
19, 2011 (File No. 001-34991)). |