Item 1.01 Entry into a Material Definitive Agreement.
On June 16, 2022, Lasso Acquiror LLC, a Delaware limited liability company
(“Buyer”) and an indirect wholly-owned subsidiary of Targa Resources Corp., a
Delaware corporation (NYSE: TRGP) (the “Company”), entered into a Purchase and
Sale Agreement (the “Purchase and Sale Agreement”) by and among Buyer, Lucid
Energy Group II Holdings, LLC, a Delaware limited liability company (“Seller”),
and, for the purposes set forth therein, Lucid Energy Group II LLC, a Delaware
limited liability company, pursuant to which Buyer will acquire all of the
issued and outstanding interests of Lucid Energy Delaware, LLC, a Delaware
limited liability company (“Lucid”), from the Seller (the “Lucid Acquisition”).
The Company will pay $3.55 billion in cash (subject to certain adjustments as
more particularly described in the Purchase and Sale Agreement) to Seller in
connection with the Lucid Acquisition. The Company currently expects the Lucid
Acquisition to close during the third quarter of 2022, subject to customary
closing conditions, including regulatory approvals.
Lucid provides natural gas gathering, treating, and processing services in the
Delaware Basin, including approximately 1,050 miles of natural gas pipelines and
approximately 1.4 billion cubic feet per day of cryogenic natural gas processing
capacity in service or under construction located primarily in Eddy and Lea
counties of New Mexico.
The description of the Purchase and Sale Agreement set forth above in Item 1.01
is qualified in its entirety by the Purchase and Sale Agreement, which is filed
herewith as Exhibit 2.1 and is incorporated herein by reference.
Certain statements in this Item 1.01 of Form 8-K are “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements, other than statements of historical facts, included in this Form 8-K
that address activities, events or developments that the Company expects,
believes or anticipates will or may occur in the future, are forward-looking
statements. These forward-looking statements rely on a number of assumptions
concerning future events and are subject to a number of uncertainties, factors
and risks, many of which are outside the Company’s control, which could cause
results to differ materially from those expected by management of the Company.
Such risks and uncertainties include, but are not limited to, weather,
political, economic and market conditions, including a decline in the price and
market demand for natural gas, natural gas liquids and crude oil, the impact of
pandemics such as COVID-19, commodity price volatility due to ongoing conflict
in Ukraine, actions by the Organization of the Petroleum Exporting Countries
(“OPEC”) and non-OPEC oil producing countries, the timing and success of
business development efforts, the completion of the Lucid Acquisition, which may
not be completed on a timely basis or at all, expected benefits relating to the
Lucid Acquisition and their impact on the Company’s results of operations, and
other uncertainties. These and other applicable uncertainties, factors and risks
are described more fully in the Company’s filings with the Securities and
Exchange Commission (the “SEC”), including its most recent Annual Report on Form
10-K, and any subsequently filed Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. The Company does not undertake an obligation to update or
revise any forward-looking statement, whether as a result of new information,
future events or otherwise.
Item 7.01 Regulation FD Disclosure.
On June 16, 2022, the Company issued a press release announcing the execution of
the Purchase and Sale Agreement related to the Lucid Acquisition. A copy of the
press release is attached hereto as Exhibit 99.1. The Company also posted a
slide presentation related to the Lucid Acquisition to its website at
https://www.targaresources.com/investors/events. A copy of the presentation is
attached hereto as Exhibit 99.2
The information in Item 7.01 of this Current Report on Form 8-K and the attached
Exhibit 99.1 and Exhibit 99.2 is being “furnished” and shall not be deemed to be
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section, and is not
incorporated by reference into any Company filing, whether made before or after
the date hereof, regardless of any general incorporation language in such
filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1* Purchase and Sale Agreement, dated as of June 16, 2022 by and among
Lucid Energy Group II Holdings, LLC, Lasso Acquiror LLC and Lucid
Energy Group II LLC.
99.1 Press release dated June 16, 2022, announcing the execution of the
Purchase and Sale Agreement.
99.2 Investor presentation dated June 16, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Schedules and similar attachments have been omitted pursuant to Item
601(a)(5) of Regulation S-K. The Company agrees to furnish a supplemental
copy of any omitted schedule or attachment to the SEC upon request.
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