PAGP 8-K
Plains Gp Holdings LP (PAGP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 14, 2026, Plains All American Pipeline, L.P. (“PAA” or the “Issuer”), a wholly owned subsidiary of Plains GP Holdings, L.P. (“PAGP,” the “Company” or the “Registrant”), completed the public offering (the “Offering”) of $700,000,000 aggregate principal amount of 6.750% Series A Junior Subordinated Notes due 2056 (the “Series A Notes”) and $800,000,000 aggregate principal amount of 7.000% Series B Junior Subordinated Notes due 2056 (the “Series B Notes,” and, together with the Series A Notes, the “Notes”).
The terms of the Notes are governed by the Subordinated Indenture (the “Subordinated Indenture,” and as amended and supplemented by the Supplemental Indentures (defined below), the “Indenture”) dated as of September 14, 2026 by and between the Issuer and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of September 14, 2026, by and between the Issuer and the Trustee (the “1st Supplemental Indenture”) relating to the issuance of the Series A Notes and the Second Supplemental Indenture, dated as of September 14, 2026, by and between the Issuer and the Trustee (the “2nd Supplemental Indenture,” and, together with the 1st Supplemental Indenture, the “Supplemental Indentures”) relating to the issuance of the Series B Notes.
The Notes will mature on December 15, 2056. Interest is payable on the Notes on each of June 15 and December 15, commencing on June 15, 2027.
The interest rates on the Series A Notes and the Series B Notes will be subject to adjustment on December 15, 2031 and December 15, 2036, respectively (the “First Reset Date”), and on each five-year anniversary thereafter. The adjusted interest rates will be based on the then applicable Five-Year U. S. Treasury Rate plus a spread; provided that the interest rate during such periods will not reset below the initial interest rate of the applicable series of Notes. In addition, the Series A Notes and the Series B Notes will be subject to redemption by PAA during the 90-day period prior to the applicable First Reset Date and thereafter on any applicable interest payment date. Further, the Issuer may redeem some or all of the Notes at such other times and subject to such other restrictions specified in the Indenture.
The Notes are PAA’s unsecured obligations and will rank junior and subordinate in right of payment to the prior payment of PAA’s existing and future senior indebtedness. The Notes will rank equally in right of payment with any future unsecured indebtedness that PAA may incur from time to time if the terms of such indebtedness provide that it ranks equally with the Notes in right of payment. None of PAA’s subsidiaries will guarantee the Notes.
Other material terms of the Notes, the Subordinated Indenture and the Supplemental Indentures are described in the prospectus supplement, dated September 9, 2026 (the “prospectus supplement”), to the prospectus, dated September 6, 2024, which is included in the Registration Statement (as defined below). The foregoing descriptions of the Indenture and the Notes are qualified in their entirety by reference to such Indenture (including the forms of Notes attached thereto). Copies of the Subordinated Indenture, 1st Supplemental Indenture and the 2nd Supplemental Indenture are filed as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 2.02. | Results of Operations and Financial Condition. |
PAGP is providing an unaudited pro forma condensed statement of combined operations for the year ended December 31, 2025 (the “pro forma statement of operations”), as described in Item 8.01 below and which is incorporated into this Item 2.02 by reference. The pro forma statement of operations gives effect to (1) the purchase completed on October 1, 2025 by a wholly-owned subsidiary (the “Buyer”) of PAA, of an aggregate 55% non-operated equity interest in EPIC Crude Holdings, LP (“EPIC Crude Holdings”), the entity that owned and operated the Cactus III Pipeline (formerly known as the EPIC Crude Oil Pipeline), and an aggregate 55% of the membership interests in EPIC Crude Holdings GP, LLC (“EPIC GP”), the general partner of EPIC Crude Holdings (the “EPIC 55% Transaction”) and (2) the purchase effective November 1, 2025 by the Buyer of the remaining 45% equity interest in EPIC Crude Holdings and the remaining 45% of the membership interests in EPIC GP (the “EPIC 45% Transaction” and, together with the EPIC 55% Transaction, the “Transactions”), as if such Transactions had been consummated on January 1, 2025. The pro forma statement of operations does not give effect to the Offering or the use of proceeds therefrom.
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| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. |
Pro Forma Financials
The following pro forma financial information of PAGP, which gives effect to the Transactions as if they had been consummated on January 1, 2025, is provided in Exhibit 99.1 attached hereto:
| · | Unaudited Pro Forma Condensed Statement of Combined Operations for the year ended December 31, 2025 and the notes thereto. |
Underwritten Offering
On September 9, 2026, the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Truist Securities, Inc., as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the Offering.
The Notes were offered and sold under the Issuer’s shelf registration statement on Form S-3 (Registration No. 333-281967) filed with the U.S. Securities and Exchange Commission on September 6, 2024 (the “Registration Statement”), and are described in the prospectus supplement.
The Underwriting Agreement is filed as Exhibit 1.1 to PAA’s Current Report on Form 8-K, filed as of the date hereof and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 14, 2026 | PLAINS GP HOLDINGS, L.P. |
| By: PAA GP Holdings LLC, its general partner |
| By: | /s/ Richard McGee | ||
| Name: | Richard McGee | ||
| Title: | Executive Vice President, General Counsel & Secretary | ||
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Exhibit 99.1
PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On November 6, 2025, Plains GP Holdings, L.P. (“PAGP”, “we”, “us”, “our”, or the “Company”) filed a Current Report on Form 8-K, as amended on a Form 8-K/A filed on January 16, 2026, to report that on October 31, 2025, pursuant to a Purchase and Sale Agreement (the “PSA”) entered into on August 30, 2025 by and among a wholly-owned subsidiary (the “Buyer”) of Plains All American Pipeline, L.P. (“PAA”), and subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc. (collectively, the “Sellers”), the Buyer completed the purchase from Sellers of an aggregate 55% non-operated equity interest in EPIC Crude Holdings, LP (“EPIC Crude Holdings”), the entity that owned and operated the Cactus III Pipeline, formerly known as the EPIC Crude Oil Pipeline (the “Cactus III Pipeline”), and an aggregate 55% of the membership interests in EPIC Crude Holdings GP, LLC (“EPIC GP”), the general partner of EPIC Crude Holdings (the “EPIC 55% Transaction”).
Effective November 1, 2025, in a separate transaction from the EPIC 55% Transaction, the Buyer also completed the purchase of the remaining 45% equity interest in EPIC Crude Holdings and the remaining 45% of the membership interests in EPIC GP from a subsidiary of Ares Management LLC (the “Ares Seller”) pursuant to that certain definitive Equity Purchase Agreement (the “EPA”) among the Buyer and the Ares Seller (the “EPIC 45% Transaction,” and, together with the EPIC 55% Transaction, the “EPIC Transactions”).
As a result of the EPIC Transactions, PAA now indirectly owns 100% of the equity interests in EPIC Crude Holdings and 100% of the membership interests in EPIC GP and serves as operator of record of the Cactus III Pipeline. The EPIC Transactions are being reported in aggregate as a singular transaction (the “Transaction”) for purposes of the unaudited pro forma condensed combined financial information below due to EPIC Crude Holdings being managed by a common management team despite varying equity ownership.
The Transaction is accounted for as a business combination and thus the Transaction Accounting Adjustments presented in the unaudited pro forma condensed combined financial information have been prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (“ASC 805”). The unaudited pro forma condensed combined financial information is based on assumptions that we believe are reasonable under the circumstances and are intended for informational purposes only.
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of SEC Regulation S-X and includes pro forma adjustments that are directly attributable to the Transaction and factually supportable. Certain reclassifications have been made to the historical presentation of EPIC Crude Holdings’ financial statements to conform to our presentation and to the presentation of the unaudited pro forma condensed combined financial information contained herein. See Note 4 for additional information.
The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with the following historical financial statements and accompanying notes of PAGP and EPIC Crude Holdings:
| · | audited consolidated financial statements and related notes of PAGP included in PAGP’s Annual Report on Form 10-K for the year ended December 31, 2025; | |
| · | unaudited consolidated financial statements of EPIC Crude Holdings, LP and Subsidiaries as of and for the nine months ended September 30, 2025, filed as Exhibit 99.2 to PAGP’s Form 8-K/A dated January 16, 2026. |
The unaudited pro forma condensed combined financial information should also be read together with the accompanying notes to the unaudited pro forma condensed combined financial information. The pro forma adjustments are based upon available information and certain assumptions, as described in the accompanying notes to the unaudited pro forma condensed combined financial information, which PAGP believes are reasonable under the circumstances.
The following unaudited pro forma condensed statement of combined continuing operations for the year ended December 31, 2025 has been prepared as if the Transaction described above had taken place on January 1, 2025. Because the results of the Transaction are fully reflected in the audited consolidated balance sheet as of December 31, 2025 included in PAGP’s Annual Report on Form 10-K for the year ended December 31, 2025, no pro forma balance sheet is included herein.
The unaudited pro forma condensed combined financial information was prepared to reflect transaction accounting adjustments that PAGP believes are necessary to present a fair statement of the combined company’s results of operations following the Transaction. They do not reflect any anticipated synergies, integration costs, cost savings, or other potential impacts of combining the businesses. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is based on preliminary estimates and assumptions that are subject to change.
The unaudited pro forma condensed combined financial information is not necessarily indicative of the results of the actual or future operations or financial condition that would have been achieved had the Transaction occurred at the date assumed (as noted above). The actual results in the periods following the Transaction may differ significantly from those reflected in the unaudited pro forma condensed combined financial information for a number of reasons.
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PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED STATEMENT OF COMBINED CONTINUING OPERATIONS
For
the Year Ended December 31, 2025
(in millions, except per share data)
| PAGP
Historical |
EPIC
Historical As Adjusted (Note 4) |
Pro
Forma Adjustments (Note 2) |
PAGP Pro Forma Combined |
|||||||||||||
| REVENUES | $ | 44,262 | $ | 202 | $ | — | $ | 44,464 | ||||||||
| COSTS AND EXPENSES | ||||||||||||||||
| Purchases and related costs | 40,433 | (72 | ) | — | 40,361 | |||||||||||
| Field operating costs | 1,154 | 63 | — | 1,217 | ||||||||||||
| General and administrative expenses | 348 | 19 | — | 367 | ||||||||||||
| Depreciation and amortization | 953 | 96 | (96 | )(a) | 1,055 | |||||||||||
| 47 | (b) | |||||||||||||||
| 55 | (b) | |||||||||||||||
| Gain on asset sales, net | (54 | ) | — | — | (54 | ) | ||||||||||
| Total costs and expenses | 42,834 | 106 | 6 | 42,946 | ||||||||||||
| OPERATING INCOME | 1,428 | 96 | (6 | ) | 1,518 | |||||||||||
| OTHER INCOME/(EXPENSE) | ||||||||||||||||
| Equity earnings in unconsolidated entities | 382 | — | — | 382 | ||||||||||||
| Gain on investments in unconsolidated entities, net | 31 | — | — | 31 | ||||||||||||
| Interest expense | (467 | ) | (73 | ) | (94 | )(c) | (634 | ) | ||||||||
| Other income, net | 21 | — | — | 21 | ||||||||||||
| INCOME FROM CONTINUING OPERATIONS BEFORE TAX | 1,395 | 23 | (100 | ) | 1,318 | |||||||||||
| Current income tax expense from continuing operations | (1 | ) | — | — | (1 | ) | ||||||||||
| Deferred income tax expense from continuing operations | (91 | ) | — | 5 | (d) | (86 | ) | |||||||||
| INCOME FROM CONTINUING OPERATIONS, NET OF TAX | 1,303 | 23 | (95 | ) | 1,231 | |||||||||||
| Net income attributable to noncontrolling interests from continuing operations | (1,151 | ) | — | 55 | (e) | (1,096 | ) | |||||||||
| NET INCOME ATTRIBUTABLE TO PAGP FROM CONTINUING OPERATIONS | $ | 152 | $ | 23 | $ | (40 | ) | $ | 135 | |||||||
| NET INCOME PER CLASS A SHARE: | ||||||||||||||||
| Basic and diluted weighted average Class A shares outstanding | 198 | 198 | ||||||||||||||
| Basic and diluted net income per Class A share from continuing operations | $ | 0.77 | $ | 0.68 | ||||||||||||
The accompanying notes are an integral part of this Unaudited Pro Forma Condensed Combined Financial Information.
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PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1 - Basis of Presentation
The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of SEC Regulation S-X (“Article 11”). The unaudited pro forma condensed combined financial information includes adjustments that depict the accounting for the Transaction using Transaction Accounting Adjustments (as defined in Article 11). Adjustments depicting synergies and dis-synergies of the Transaction (“Management Adjustments”) are not presented herein.
The unaudited pro forma condensed combined financial information and underlying pro forma adjustments are based upon currently available information and certain estimates and assumptions that management believes are factually supportable; therefore, actual results could differ materially from the unaudited pro forma condensed combined financial information. However, we believe the assumptions provide a reasonable basis for presenting the significant effects of the Transaction noted herein. We believe the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
Note 2 - Pro Forma Adjustments
| (a) | Reflects the elimination of EPIC Crude Holdings’ historical depreciation and amortization of $96 million for the year ended December 31, 2025. |
| (b) | Reflects the depreciation on the acquired property and equipment under the straight-line method of depreciation over a blended average useful life of 47 years resulting in incremental depreciation expense of $47 million for the year ended December 31, 2025. Also reflects the incremental amortization of the intangible assets under the declining balance method resulting in incremental amortization expense of $55 million for the year ended December 31, 2025. |
| (c) | Represents the interest expense on the $1,901 million of financing as if such financing was obtained on or prior to January 1, 2025, and was outstanding for the entire year ended December 31, 2025. The interest rate assumed for purposes of preparing this unaudited pro forma condensed combined financial information was based off the one-month SOFR plus 1.125% as of the Closing Date. The amortization of debt issuance costs is not considered material to the unaudited pro forma condensed combined financial information. |
| (d) | Represents the impact on PAGP’s Deferred income tax expense as a result of EPIC Crude Holdings’ historical operations and the transaction accounting adjustments. The income tax expense was calculated based on PAGP’s statutory rate in effect during the year ended December 31, 2025. |
| (e) | Reflects the allocation of Net income attributable to noncontrolling interests from continuing operations for the year ended December 31, 2025. |
Note 3 - Pro Forma Net Income Per Class A Share
Pro forma basic and diluted net income per Class A share is determined by dividing the pro forma net income attributable to PAGP by the basic and diluted weighted average number of Class A shares outstanding during the applicable periods. The Transaction did not involve the issuance or redemption of securities.
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PLAINS GP HOLDINGS, L.P.
AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following table sets forth the computation of basic and diluted net income per Class A share for the year ended December 31, 2025.
| Year Ended | ||||||||
| December 31, 2025 | ||||||||
| PAGP Historical | Pro Forma | |||||||
| Basic and Diluted Net Income from Continuing Operations per Class A Share | ||||||||
| Net income from continuing operations attributable to Class A shareholders - Basic and diluted | $ | 152 | $ | 135 | ||||
| Basic and diluted weighted average Class A shares outstanding | 198 | 198 | ||||||
| Basic and diluted net income from continuing operations per Class A share | $ | 0.77 | $ | 0.68 | ||||
Note 4 - Reclassification of EPIC Crude Holdings’ Historical Financial Statements
Reclassification adjustments were made to EPIC Crude Holdings’ historical statements of operations for the nine months ended September 30, 2025 and for the period from October 1, 2025 to November 6, 2025. Certain income statement line items presented by EPIC Crude Holdings under GAAP have been reclassified to align with the presentation used by PAGP under GAAP. In addition, EPIC Crude Holdings’ historical presentation of margin related to inventory exchanges has been conformed to PAGP’s accounting policy, which results in a reclassification from Revenue to Purchases and related costs. The amount of reclassification was $125 million for the year ended December 31, 2025. These reclassification adjustments are shown in the table below:
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PLAINS GP HOLDINGS, L.P.
AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
EPIC CRUDE HOLDINGS, LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
For
the Nine Months Ended September 30, 2025 and the Period from October 1, 2025 to November 6, 2025
(in millions)
| EPIC Historical for the Nine Months Ended September 30, 2025 | EPIC Historical for the Period from October 1, 2025 to November 6, 2025 | Reclassification Adjustments | EPIC Historical As Adjusted | |||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| REVENUE | $ | 295 | $ | 32 | $ | (125 | ) | $ | 202 | |||||||
| EXPENSES | ||||||||||||||||
| Cost of goods sold | 46 | 7 | (53 | ) | — | |||||||||||
| Operations and maintenance | 57 | 6 | (63 | ) | — | |||||||||||
| Depreciation and amortization | 86 | 10 | — | 96 | ||||||||||||
| General and administrative | 17 | 2 | (19 | ) | — | |||||||||||
| Purchases and related costs | — | — | (72 | ) | (72 | ) | ||||||||||
| Field operating costs | — | — | 63 | 63 | ||||||||||||
| General and administrative expenses | — | — | 19 | 19 | ||||||||||||
| 206 | 25 | (125 | ) | 106 | ||||||||||||
| INCOME FROM OPERATIONS | 89 | 7 | — | 96 | ||||||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||
| Interest expense | (67 | ) | (6 | ) | — | (73 | ) | |||||||||
| INCOME BEFORE TAXES | 22 | 1 | — | 23 | ||||||||||||
| NET INCOME | $ | 22 | $ | 1 | $ | — | $ | 23 | ||||||||
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