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Actionable news in TRGP: TARGA RESOURCES Corp,

Entry into a Material Definitive

Merger Agreement

On November2, 2015, Targa Resources Corp., a Delaware corporation (TRC), and Targa Resources Partners LP, a Delaware limited partnership (TRP), entered into an Agreement and Plan of Merger (the Merger Agreement) by and among TRC, Spartan Merger Sub LLC, a Delaware limited liability company and a subsidiary of TRC (Merger Sub), TRP and Targa Resources GP LLC, a Delaware limited liability company and the general partner of TRP (TRP GP), pursuant to which TRC will acquire directly or indirectly all of the outstanding common units representing limited partner interests in TRP (TRP common units) not already owned by TRC and its subsidiaries. Upon the terms and conditions set forth in the Merger Agreement, Merger Sub will be merged with and into TRP (the Merger), w ith TRP continuing as the surviving entity and as a subsidiary of TRC.

Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the merger (the Effective Time), each TRP common unit issued and outstanding (other than (x)TRP common units that are owned immediately prior to the Effective Time by TRP or its subsidiaries, which will be automatically cancelled and will cease to exist, and (y)TRP common units owned immediately prior to the Effective time by TRP GP or TRC or any of its subsidiaries (other than TRP and its subsidiaries), which will remain outstanding in TRP, unaffected by the Merger) will be converted into the right to receive 0.62 (the Exchange Ratio) of a share of TRCs common stock, par value $0.001 per share (TRC common stock and such consideration, the Merger Consideration). Each 9.00% Series A Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Unit that is issued and outstanding immediately prior to the Effective Time will, at the Effective Time, continue to be issued and outstanding and to represent a limited partner interest in TRP.

Pursuant to the Merger Agreement, each Performance Unit award previously granted under the Targa Resources Partners Long-Term Incentive Plan (the TRP LTIP) relating to TRP common units that is outstanding immediately prior to the Effective Time (the TRP Awards) shall, as of the Effective Time, automatically be converted and restated into the right to receive an equity award with respect to TRC common stock, based on the Exchange Ratio (rounded down to the nearest whole share of TRC common stock). The Merger Agreement also provides for the adoption and assumption by TRC of the TRP LTIP, to be effective as of the Effective Time.

The board of directors of TRC (the TRC Board) and the board of directors of TRP GP (the TRP GP Board) have each approved the Merger Agreement. The Conflicts Committee of the TRP GP Board (the TRP GP Conflicts Committee) and the TRP GP Board (acting based upon the recommendation of the TRP GP Conflicts Committee) have determined that the Merger is fair and reasonable to, and in the best interests of, TRP and the holders of TRP common units (other than TRC, TRP GP and their affiliates), and each has resolved to recommend that the TRP limited partners approve the Merger Agreement. In addition, the TRC Board has resolved to recommend that TRCs stockholders approve the issuance of TRC common stock in connection with the Merger (the TRC Share Issuance).

Each of TRC and TRP has agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative business combinations. In addition, each of TRC and TRP has agreed to cause the stockholder and unitholder meetings, respectively, to be held to approve the TRC Share Issuance, in the case of TRC, and to approve the Merger Agreement and the Merger, in the case of TRP. However, the TRC Board may, subject to certain conditions, change its recommendation in favor of approval of the TRC Share Issuance if, in connection with receipt of a superior proposal or a material event occurring after the date of the Merger Agreement with respect to TRC that was not reasonably foreseeable at the time of the Merger Agreement, it determines in good faith that failure to take such action would be inconsistent with its duties under applicable law. In addition, the TRP GP Board or the TRP GP Conflicts Committee may, subject to certain conditions, change its recommendation in favor of approval of the Merger Agreement and the Merger if, in connection with receipt of a superior proposal or...


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