Plains Gp Holdings LP Q3 FY2025 Earnings Call

Good day and thank you for standing by. Welcome to the PAA and PAGP Third Quarter 2025 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 11 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 11 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Blake Fernandez, Vice President of Investor Relations. Please go ahead.

Thank you, Andrea. Good morning, and welcome to Planes All-American third quarter 2025 earnings call. Today's slide presentation is posted on the Investor Relations website under the News and Events section at ir.planes.com. An audio replay will also be available following the call today. Important disclosures regarding forward-looking statements and non-GAAP financial measures are provided on slide 2. An overview of today's call is provided on slide 3. A condensed consolidating balance sheet for PAGP and other reference materials are in the appendix. Today's call will be hosted by Willie Chang, Chairman, CEO, and President, and Al Swanson, Executive Vice President and CFO, along with other members of our management team. With

that, turn the call over to Willie. Thank you, Blake, and good morning, everyone. Thanks for joining us. Earlier this morning, we reported solid third quarter adjusted EBITDA attributable to planes of 669 million which al will cover in more detail it's an exciting time for planes as we continue our multi-year strategy of building the premier north american pure play crude mystery company over the past few years our team has successfully executed on our strategy by meaningfully lowering our leverage profile maximizing free cash flow and optimizing across our broad system, all while remaining capital disciplined and returning cash to our unit holders through meeting and beating our targeted annual distribution increases. With the pending sale of our NGL assets expected to close early next year, our portfolio will become even more crude-focused with a more stable and durable cash flow stream. As discussed on our previous calls, the NGL sale is a win-win transaction at an attractive valuation for planes, and our capital allocation priority has been to redeploy those proceeds to a strong return DCF accretive bolt-ons while staying within our targeted leverage range over the long term. To that point, we're pleased to announce that we now own and operate 100% of the entity that owns the EPIC crude pipeline. This past Friday, we closed on the previously announced acquisition of a 55% non-operated interest in Epic from Diamondback in Kinetic. And on Monday this week, we signed and closed the acquisition of the remaining 45% operating interest in Epic Crude Holdings from a portfolio company of Aries private equity funds for approximately $1.3 billion, inclusive of approximately $500 million of debt. As part of the 45% transaction, Plains has also agreed to a potential earnout payment of up to $157 million tied to the sanctioning of potential expansions of the pipeline system by year-end 2028. The EPIC acquisitions are summarized on slide four. These transactions are highly synergistic and very strategic to PLANE's existing footprint and are expected to generate a mid-teens unlevered return. We anticipate a 2026 adjusted EBITDA multiple of approximately 10x, which we expect to improve meaningfully over the next few years. Going forward, we intend to rename the pipeline system Cactus 3, which complements our integrated Cactus long-haul system that we have operated for years. The acquisition of the remaining 45% of EPIC gives us the opportunity to assume operatorship, which accelerates and increases the synergy capture of the full pipeline, including meaningful cost, capital, and operational synergies, while improving the takeaway flexibility of our crude system to meet customer needs. Near term, we're poised to benefit from contractual step-ups, reduced operating costs and overhead, quality optimization opportunities, and utilizing the broader plains Permian and Eagleford asset base to drive volumes to EPIC crude's downstream assets. Longer term, the potential expansion capacities of the system provide planes and its customers with additional egress to the U.S. Gulf Coast and will generate strong returns as demand dictates further expansions. Regarding the divestiture of our NGL business, we're on schedule to complete the transaction by the end of the first quarter, 2026. We've received two of the three required regulatory approvals, U.S. Hart Scott Rodino and the Canadian Transportation Act, while the approval process for the Canadian Competition Bureau is ongoing. Importantly, the majority of the proceeds to be received upon closing of the divestiture have effectively been redeployed through our acquisition of EPIC, which will result in an accretive and more durable cash flow stream. Due to timing differences between the closing of the transactions, we do anticipate our leverage ratio will temporarily exceed the upper end of our target range until the NGL divestiture is finalized, at which point we expect our leverage ratio to trend towards the midpoint of our target range. With that, I'll turn the call over to Al to cover our quarterly performance in financial matters.

Thank you, Willie. For the third quarter, we reported crude oil segment adjusted EBITDA of $593 million, which benefited from higher volumes and contributions from recently completed Fulton acquisitions, as well as the impact of annual tariff escalation. This was partially offset by certain Permian long-haul contract rates resetting to market in September. Please note that the fourth quarter should serve as a baseline representing the full impact of lower contract rates out of the Permian. Moving to the NGL segment, we reported adjusted EBITDA of $70 million, which was down sequentially due to lower sales volume tied to temporary downtime on a third-party transmission system, as well as the startup of LNG Canada. Slides 5 and 6 in today's presentation contain adjusted EBITDA locks that provide additional details on our performance. We are narrowing our full year 2025 adjusted EBITDA guidance range to $2.84 to $2.89 billion dollars to reflect lower realized crude prices and contributions from our completed acquisition of EPIC. Please note the benefit from EPIC for the remainder of the year is forecast to be approximately 40 million dollars. A summary of our 2025 guidance metrics and assumptions are located on slide 7. Overall capital spending remains consistent with our prior forecast. Growth capital spending for the year is expected to be approximately $490 million. The $15 million increase is primarily associated with new lease connects and capital associated with acquisitions, while the 2025 maintenance capital is trending closer to $215 million, representing a $15 million decrease from our last forecast. In September, we issued $1.25 billion of senior unsecured notes, consisting of a $700 million $700 million due in 2031 at a rate of 4.7% and $550 million due in 2036 at a rate of 5.6%. Proceeds were used to repay the senior notes that matured in October and to partially fund the EPIC acquisitions. With that I'll turn the

call back to Willie. Thanks Al. We've made significant progress on our journey of becoming the premier crew midstream provider over the last several months And we believe there are significant opportunities to continue to create value for unit holders through initiatives that are within our control. As seen on slide eight, the combined benefits from bolt-on M&A, synergy capture, and streamlining efforts across the broader organization will provide planes self-help tailwinds through the near-term volatility. As part of our 2026 guidance in February, we intend to share additional details on these initiatives. Our strategy centers on the view that crude oil will remain essential to global energy and society for decades, as outlined on slide 9. And despite near-term volatility, we remain confident in our ability to navigate current market dynamics, and we expect improving fundamentals longer term, anchored by continued global energy demand growth, coupled with underinvestment in organic oil supply growth and diminishing OPEC plus spare capacity. I'll now turn over the call to Blake to help lead us into Q&A.

As we enter the Q&A session, please limit yourself to two questions. For those with additional questions, please feel free to return to the queue. This will allow us to address questions from as many participants as possible in our time this morning. The IRR team is also available after the call to address any additional questions. Andrea, we're ready to open up the call for questions, please.

Thank you. At this time, we will conduct the question and answer session. As a reminder, to ask a question, you will need to press star 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star 11 again. Please stand by while we compile the Q&A roster. Our first question comes from Michael Blum with Wells Fargo. Please go ahead. Good morning, everyone.

I wanted to ask on the Epic deal, can you give us a little more detail on the Synergy capture? How much of that is going to be cost savings versus commercial synergies? And where do you see the timeline where you capture those synergies and then reach that mid-teens return?

Michael, good morning. This is Willie. First thing I want to do is I want to complement our team. If you think about these transactions, these are never perfect timing, and they're hard to do. And we were able to do the two portions, and particularly with the 45% just announced, it gives us the ability to have more control over every question that you asked. I would also refer you to slide forward. If you look at the map and you see how integrated it is with the system, I think that helps illustrate the number of ways that we can win. There are a lot of ways we can do this. There's a lot of cost structure savings. There's overhead savings. And a lot of this will be immediate, and we'll be able to capture it in 2026. And if you think about the expansion opportunities, it's not one step change function on expansion. Because we operate it, we'll be able to dictate partial expansions as we go and whatever market demands will be. So there's a lot of different ways to win, and it's not simply the expansion, and I would tell you a good portion of it is the cost synergies, capital synergies, and integration with our existing systems. Jeremy, do you have anything to add to that?

No, just from a timing standpoint, I think Willie hit a lot of it. But just the compression and multiple to next year is step-ups and contractual. So things that are almost immediate and contractual. Beyond that, that is all the things Willie talked about. So we're very confident in the ability to compress. And just recognize we sell a substantial amount of barrels at Midland, and we can move those barrels. We have demand from customers. There's a lot we can do immediately, and that's contractual. Beyond that, it's contractual.

And remember, Michael, we operate in that score. So it's not that we have to learn new ways of doing business. This really fits hand in glove with our existing system.

Great. Thanks for all that. Second question, just with the sale of your Canadian MGL business and now this epic acquisition, can you just refresh us on your expectations for capital return and whether this extends the runway now to deliver the outsized distribution growth you've been providing now for a while?

Michael, this is Al. Yeah, our view is that we will continue to increase distributions by 15 cents until we hit our targeted coverage. The year where we're transacting here, part of it will depend on when does the NGL sale close, but we expect to continue to grow the company in 2026 2027 and beyond again once we hit covered our target coverage level you know we will revert back to a DCF growth concept but again we expect to be able to grow again if you think of the embedded growth in an epic from today through through next year that's pretty significant and again is that multiple kind of compresses from 10 to a 15% unlevered, we see significant growth on this asset. So really no change in our approach there. And Michael, this is Willie again.

We've got quite a bit to digest here. So I think what you can see is we'll be looking, we continue to look at a lot of things. But if we were to transact on things, they'd likely be smaller bolt-ons that fit into the system, as we've talked before. We've got plenty of things to get he had accomplished here over the next six months thank you thank you next question comes from

Keith Stanley with wolf research please go ahead hi good morning want to follow up on the distribution question first that Michael just asked so Ali on your answer you reference how there's some noise potentially next year related to the Canadian NGL sale so you know to the extent you weren't at the coverage threshold for a 15 cent increase next year because of timing factors related to that sale and redeployment of proceeds would that impact how you look at the distribution or would you look see through that and look more at kind of where the run rate DCF would be I'll take a shot and we'll

really jump in yeah clearly we would look look through noise to run rate as to how we would think about that. Clearly, if the NGL asset doesn't close early in the year and takes, we'll have more DCF. So some of that noise necessarily wouldn't be a limitation per se, but again, our view would be to look beyond the current year as we evaluate this. Clearly, management and the board have robust discussions around distributions and what we're expecting to do and clearly the the first call on that will be early January when we announce our distribution for February

and Keith Willie here you know our coverage target is 160% of DCF to coverage so that gives us a little bit of flexibility and as Al said we always play for the long term our focus is return a cap cash to our unit holders so I think a lot of that would play into it and I would agree with everything

that I'll said. Thanks for that clarification. The second question, going back to EPIC, can you give some color on the duration of the contracts and how you would characterize rates on that pipeline relative to market? It sounds like 2026, there's somewhat of a recontracting benefit already that gets you to the 10X. Sure, Keith. This is Jeremy. There's a

substantial portion of the pipeline that's contracted for long term, and I believe that was announced. The balance of the pipe, we feel comfortable, sure, to talk about everything associated with it, but I'd say we like where we sit. Keith, I might just help. I think publicly

previously we said the portfolio had a weighted average duration through 2028. With Epic, this should extend that out to October of 29 in case that's helpful. Thank you. Thank you. Our next

question comes from AJ O'Donnell with TPH. Please go ahead. Morning, everyone. I just wanted to

talk go back to epic and you know now with uh three pipelines in the permanent corpus christi corridor under your control how are you thinking about portfolio optimization and maybe like what kind of opportunities there are to move flows across your pipelines and or reduce operating

costs among the three assets aj this is jeremy great question uh all of the above and it all depends on market conditions do different things so you can obviously optimize operating You can offer flexibility across the pipeline system between common shippers that access more markets and push barrels into different connections. You can optimize capital across the system. You can optimize tankage. There's a lot you can do, and Chris's team is going to do a great job, and they've been actively involved in the diligence system of the system. So I think we're very excited with that. We're just scratching the surface. It extends beyond the long-haul business. This is optimizing flows through the POPJV to get to the origins, quality at all those locations, as well as in the Eagleford. So this touches hundreds of miles across multiple aspects, even on the operating costs, aside from the initial.

Okay, great. Appreciate that detail. Maybe just one more on EPIC and thinking about potential capital requirements to achieve some of these synergies. um you know excluding larger projects such as you know powering the pipeline up to the full design capacity what kind of uh additional capital requirements do you see for making uh you know these connections either in the eagle forward or downstream are they relatively small in nature or could we potentially see you know capex moving a little bit higher next year uh beyond the normal

range. AJ, this is Chris Chandler, and I'll take that. The short answer is the investments for the activities you talked about are expected to be on the modest side. Our near-term capital spending related to EPIC is certainly going to be directed toward that synergy capture. I think about connecting the systems throughout, whether it's at the origin for supply optionality or throughout for operating and quality optimization. So, you know, we see some good opportunities there, but it won't be significant from a capital standpoint. The update to the guidance we gave for 2025 certainly incorporates what I just mentioned there and our guidance in 26 and beyond. I'll capture that as well, but we don't expect it to be significant.

Okay, thanks, Chris. Appreciate the comments.

Thanks, AJ.

Our next question comes from Brandon Bingham with Scotiabank. Please go ahead.

Hey, good morning. Thanks for taking the questions here. Just wanted to maybe look into 2026 a little bit, if we could. As operator commentary, so far this earnings season seems a little mixed with some guys talking about black crude and others kind of still blown and going to a certain extent and everything in between. So just wondering what you guys are hearing currently or seeing from your customer base and kind of how that fits with, you know, this year's expected Permian growth. And, you know, it also looks like the Permian Volumes Guide is implying a decent step up in 4Qs. So just anything that you guys can comment on as we set up for 2026.

Hey, Brandon, let me start with that. For the reasons that you described, it's really hard to kind of get a good gauge on 2026. My observations have been you've got two of the large majors that are very, very steady and continuing to grow. There's others that have taken the stoplight approach and may be a little more hesitant. I think it's a very difficult call on where oil prices are near term. Longer term, we're very bullish the Permian. We're very bullish Canada. We're very bullish North American oil growth. But I think there's a lot of signals that have to play out through that. We've been, you know, if you think about where our portfolio is, you know, I made a comment in my, in the prepared comments. You think about global demand continuing to grow, which I do believe that it will, because it's going to be, you know, we need oil for all the different reasons that we all know, green quality of life. But the thing that I've been watching for quite some time is drill bit or organic investment. And if you look at the trends, these are not my numbers, but other people that study this, if you look at the last trends, organically, we're not replacing reserves, right? It's below 100%. And you can't do that for an extended period of time. So that's why we're very, very bullish on North American oil sources. And I think the whole restructuring of the flows of trade from barrels going into the North America to leaving is going to continue. And I would say we're in mid-innings on the efficiency of being able to do that with oil. Certainly, we're doing it not with planes and doing it, but you've got NGLs, you've got gas. All that is an export story. But I think there's a lot of opportunities to win going forward. But calling 2026 is a really tough one, and that's why we have decided to go to February to be able to give you the best intelligence that we've got. So sorry for the long-winded answer, but hopefully it lets you know how we feel about it and where we fit in the long run.

Yeah, very helpful. Thank you. And then just a quick one, the sales proceeds are effectively utilized now for the most part. so could you just maybe discuss your thoughts on fresh retirement and how it fits into the capital allocation strategy moving forward and just kind of what the pecking order is i think you discussed a little bit in your prepared remarks but just any updates there sure this is

al um yeah since we announced the sale in in june we've now deployed 3.1 billion dollars the acquisitions. The bridge tax acquisition earlier in the year are now $2.9 billion here. So effectively, the proceeds will go to debt reduction. That will allow us to get to roughly the midpoint of our leverage range, shift ahead after closing and reducing debt and being at the midpoint. Then we'll go back to our normal capital allocation, which will look at return cash to shareholders or distributions, as well as bolt-on acquisitions, retirement of the press, and or opportunistic common repurchases. But quite honestly, when you're sitting at the midpoint of the leverage range and still seeing potential opportunities to deploy capital with good return, we'll be more biased towards looking at the bolt-ons at that point.

Makes sense. Thank you.

A moment for our next question.

Our next question comes from Sunil Sibal with Seaport Global. Please go ahead.

Morning, and thanks for all the clarification. So just a quick one for me, now that you've transitioned to a pure play crude. The DCS coverage ratio of 1.6x, could you talk about that in terms of how you think about that in more medium to longer term with the new business mix?

Yes, Sunil, this is Willie. The coverage that we said on 160, you'll recall, I think it was late 22 that we announced that. It's something our board looks at regularly. Clearly, without the NGL assets and the more durable cash flow stream that we have, that's something else we can look at. But we still expect to be conservative in our approach. No change to the 160, but as we go forward, The way I would characterize it is we've got a lot more levers that we can work with as we go forward and get a better triangulation of what the future brings.

Okay, thanks for that. And then when you look at your crude portfolio in Permian post the epic, could you talk a little bit about your operating leverage in the system with the ways between your gathering and in-basin pipeline and the long haul? where do you see the most operating leverage?

Sure, Sunil, this is Jeremy. We've been working on contracting. You saw additional volumes on basin through the summer. We've done more contracting there. With the acquisition of bridge techs with one of, we've worked with them to put more barrels on that system. So we're executing with operating leverage now. So despite the, we see a lot of opportunity to do that with EPIC. So that creates a new opportunity in a substantial way, given that the rest of our system is heavily contracted. And then within the gathering system, there's a few underutilized laterals within the EPIC. We'll work with our POPJV partners to fill those up. So that creates capital avoidance opportunity, reduce operating expenses.

Hey, Sunil, this is Willie. You asked about the Permian. I might make a broader comment on North America. You know, when you think about the broader macro, there's been a lot of chatter in North America, particularly around Canadian crude. ability to get more Canadian crude to markets, and you're very aware of the expansion that has happened on or the new line of TMX going to the west. Canada has vast resources that could get produced if there are more export routes to markets, and when you think about our system and others' system, the challenges are got a lot of spare capacity, to your point, on leverage, so we haven't taken out the ball of solve a broader problem of oil that might be in the next inning or even the next inning to be able to get more energy in oil to global markets. And with the footprint we have, we've got a lot of flexibility around that also. Got it. Thanks, folks. Thank

you. One moment for our next question. Our next question comes from Jeremy Tonette with JPMorgan Securities. Please go ahead. Hi, good morning. Good morning, Jeremy.

I just wanted to pick up with thoughts you might be able to share on 2026, and granted, as you said, with the Permian, it's too early to really have much specificity there, but just wondering at a high level outside the Permian for other basins that you're in, if you could provide any kind of high-level thoughts as far as direction of travel in volumes there over time, that would be helpful.

Jeremy, what we've seen this year is a slight decline in the Rockies and Mid-Continent regions across the gathering assets. Some in the Eagleford as well, modest. We see activity levels being able to sustain that. Some of that was, you had significant growth in the DJ and Bakken from blowing down drilled and uncompleted wells. That's out the system, so we see more stable production in the next year in those regions. And in the Permian, we see maintenance level activity for the short term, but we see significant leverage to increasing that. You've seen it. Everybody's reducing capital, but maintaining production. So you can see through this fourth quarter so far in the earnings that efficiencies are there and the ability to drive. We see resource expansion in New Mexico and other locations. So longer term, it's giving us more confidence in the ability to grow the Permian and maintain the other basins at a lower break-even price. So that gives us some confidence, but that's the near-term look. Got it. That's helpful. Thanks. And just a

smaller question, if I could, on the Kiara sale. How are you guys going about managing FX risks

there, given the volatility we're seeing in FX? We fully hedged that basically at the time of the transaction. So we did a deal contingent structure that effectively locked down the rate, and if for some reason the transaction didn't happen, we're not exposed to the adverse movement that could have happened.

Got it. Very helpful. I'll leave it there. Thank you.

Thanks, Jeremy.

Our next question comes from Manav Gupta with UBS. Please go ahead.

Manav, you're there.

Can you hear me now? Hello?

Yep, we can hear. Yep, we can hear. Go ahead.

Okay. So quick follow-up. I think you answered it in a way, but I just wanted to follow up. There are some good deals out there, and you have been very prudent and very smart about these bolt-on deals. So I'm just trying to understand, if there is a good deal out there which meets all your threshold criteria, even if you're slightly above the midpoint of your leverage targets, would you hold back or you probably are okay with moving towards the top end and closing on a good opportunity, which you think should not be just let go, just because you're slightly over the midpoint of leverage. If you could talk a little bit about that. Yeah, Manav, thanks for the

question. Well, we always look for opportunities to grow the enterprise value. And I would like to think that our judgment would be good enough to be able to sift through what I would call short-term noise versus long-term noise. And if it was characterized as you did, it was something They met all of our thresholds with strategic, with a high risk of being able to execute it. That's something we would absolutely consider.

And a quick follow-up on Kira, what is the gating item here which needs to be done before the deal can be closed, if you could help us understand that a little better?

Well, I wish I could help you understand it better, as I'm not an expert in this, but it's the Canadian Competition Bureau in the process that they go through, similar to our FTC HSR process.

Okay.

Thank you so much. You bet, Manav.

Thank you.

Thank you.

Next question comes from Jean Ann Salisbury with Bank of America.

Please go ahead. Just one for me. As you're considering whether or not to expand EPIC, can you give us an update of the relative attractiveness of Houston and Corpus for export? It seems like over the next few years, there are roll-offs on pipelines to both destinations. that would be competing for recontracting. I know Corpus has historically been more desirable, but is that narrowing at all with the Houston ship channel expansion?

Gina, and this is Jeremy. I would say nothing's materially changed. Certainly both ports are competing. You've seen expansions of Corpus as well. The Ingleside dredging's been done. The channel's largely been dredged. It's way more efficient than it's ever been. So for me, Corpus is getting more and more efficient, even more so than Houston from a large ship standpoint. But the quality differential is a big one just because it's only Permian barrels touching the docks versus touching a lot of barrels that come from the mid-continent. So there's a quality benefit and a logistical benefit, and that continues to hold the advantage. That's why you see the pre-Houston. And so pricing is also indicating the...

Great. Thanks, Jeremy. Very clear. I'll leave it there.

Thank you. Our next question comes from John McKay with Goldman Sachs.

Please go ahead.

Hey, everyone. Thanks for the time. Willie, I wanted to pick up on your comments around potential involvement on some incremental Canadian crude egress. Could you maybe just talk to us about what some of the moving pieces are? I know you don't have a kind of formal project yet, but would love to hear a little bit more color on maybe what you guys are thinking.

Well, fundamentally, you've got resources that are trapped. And you've got, if you think about the Canadian down to the U.S. Gulf Coast, you've got refiners that want to run that heavy barrel. And you've got different players with different strengths and weaknesses. There are some large long-haul lines out of Canada that could have expansion capacities. Then you get to the border, and there's a number of different options. You can get barrels from the border to key hubs, and Patoka is one of them. and you've got a large unutilized capacity at cap line that could ultimately be a solution. That's not to say it's the only solution, but my point on this is really just to reinforce, when we talk about a midstream, a crude-focused midstream business, this is exactly the things that we are looking at of how we might participate in being able to get low-cost, reliable solutions to additional markets without having to build a brand-new long-haul line from source to destination. Hopefully that helps, John. No, that's clear.

And the second one will be quick, I think. Just on the Epic debt, is that – would you guys just expect to kind of refinance that at some point? Or could that be a, I guess, net use of cash from the plane side?

Yeah, our plan is – the base plan was we assumed it, and so it's now ours. And our view was, depending on the timing of these closing and us owning 100%, which happened obviously on the early track, our view is to repay it with the proceeds from the NGL sale. So it will be going away. The question is how quickly. Our view will be, now that we've closed, and depending on how long we think, if the NGL While transaction doesn't close until maybe later in the first quarter, we might look to do a term loan up at the parent and funnel the proceeds down to repay it earlier. The economics may support doing that. It's a function of how long the term loan needs to be out. So that's something we'll explore now that we can catch our breath a little bit after getting the thing signed up and closed.

That's clear. Appreciate the time.

Thank you. I'm showing no further questions at this time. I'd now like to turn it back to

management for closing remarks. Well listen everyone, thanks for joining us this morning. We'll look forward to giving you further updates and seeing you on the road in the near term.

Have a great day. Thank you for your participation in today's conference. This concludes the program. You may now disconnect.