TARGA RESOURCES PARTNERS LP Common Units Representing Limited Partner Interests Having an Aggregate Offering Price of up to $400,000,000 Equity Distribution AgreementEquity Distribution Agreement • May 5th, 2014 • Targa Resources Partners LP • Natural gas transmission • New York
Targa Resources Partners LP, a limited partnership organized under the laws of Delaware (the “Partnership”), proposes, subject to the terms and conditions stated herein and in the Equity Distribution Agreement, dated May 5, 2014 (the “Equity Distribution Agreement”), among the Partnership and Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Jefferies LLC, Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC, to issue and sell to [ ] (the “Manager”) the securities specified in Schedule I hereto (the “Purchased Units”) [, and solely for the purpose of covering over-allotments, to grant to the Manager the option to purchase the additional securities specified in Schedule I hereto (the “Additional Units”)].1
