Plains Gp Hldgs L P SEC Filings

Plains GP Holdings (PAGP) reported that its consolidated subsidiaries, Plains All American Pipeline, L.P. and PAA Finance Corp., completed a public debt offering of $750 million in senior notes. The add-on issuance included $300 million of 4.700% Senior Notes due 2031 and $450 million of 5.600% Senior Notes due 2036.

These notes were issued as additional tranches to the September 2025 offerings and now bring each series to $1 billion outstanding. Interest is payable on January 15 and July 15, starting January 15, 2026. The notes are senior unsecured obligations of PAA, rank pari passu with its other senior debt, and are effectively subordinated to secured debt to the extent of collateral value. The issuers may redeem the notes before maturity at prices specified in the indenture.

The offering was conducted under an effective Form S-3 shelf (No. 333-281967). An underwriting agreement was executed on November 10, 2025 with Citigroup, CIBC, RBC Capital Markets, and SMBC Nikko as representatives of the underwriters. The indenture includes customary covenants and events of default.

Plains GP Holdings (PAGP) reported stronger Q3 2025 results and advanced a strategic divestiture. Total revenues were $11,578 million versus $12,456 million a year ago, while operating income rose to $483 million from $195 million on lower field operating costs and a $92 million gain on asset sales.

Net income attributable to PAGP was $83 million (diluted $0.41 per Class A share), up from $33 million (diluted $0.17) in Q3 2024. Year‑to‑date cash from operating activities was $2,147 million, up from $1,758 million, supporting higher cash and equivalents of $1,181 million as of September 30, 2025. Total debt was $9,449 million, reflecting new PAA senior notes issued in January and September and the October 3, 2025 redemption of $1.0 billion 4.65% notes due 2025.

PAGP classified its Canadian NGL business as discontinued operations after signing a definitive agreement to sell it to Keyera for approximately CAD$5.15 billion (about $3.75 billion), with closing expected in the first quarter of 2026, subject to customary approvals. Discontinued operations contributed $76 million of income in Q3. Class A cash distributions were $0.38 per share for each quarter of 2025. Class A shares outstanding were 197,888,124 as of October 31, 2025.

Plains GP Holdings (PAGP) reported that a wholly owned subsidiary of Plains All American Pipeline completed two transactions to acquire all interests in EPIC Crude Holdings and its general partner. On October 31, 2025, the buyer purchased an aggregate 55% interest from Diamondback and Kinetik for approximately $1.57 billion, inclusive of about $600 million of EPIC Term Loan debt, with a potential $193 million earnout tied to sanctioning an expansion to at least 900,000 barrels per day before the end of 2027. Effective November 1, 2025, it purchased the remaining 45% from an Ares subsidiary for approximately $1.33 billion, inclusive of about $500 million of EPIC Term Loan debt, with a potential earnout of up to $157 million based on additional sanctioned capacity before the end of 2028.

As a result, PAA now indirectly owns 100% of EPIC and will serve as operator of record of the EPIC Pipeline, which spans ~800 miles, has capacity of over 600,000 barrels/day, ~7 million barrels of storage, and over 200,000 barrels/day of export capacity. EPIC’s credit facilities include a $1.2 billion term loan (about $1.1 billion outstanding as of November 1, 2025; maturity October 15, 2031) and a $125 million revolver (maturity 2029), with quarterly-tested covenants.

Plains GP Holdings (PAGP) furnished an 8-K announcing it released its third-quarter 2025 results. The company provided the details in a press release attached as Exhibit 99.1. The disclosure appears under Items 2.02 and 7.01 and, consistent with General Instruction B.2, is furnished rather than filed.

Plains GP Holdings, L.P. (PAGP) filed an 8-K reporting material events tied to its indenture and related guarantees. The filing lists specific events of default including payment defaults on notes that continue for 60 days, missed principal or premium payments when due, and failures to satisfy indenture obligations after notice and grace periods. It notes payment defaults or accelerations on other indebtedness totaling $150.0 million or more as a separate trigger. The filing also describes bankruptcy-related events and conditions where a subsidiary guarantor’s guarantee could cease, be voided, or be disaffirmed. The items referenced include the creation of a direct financial obligation and other events and exhibits.

Plains GP Holdings reported new long-term incentive grants consisting of phantom units tied to Plains All American Pipeline, L.P. (PAA) common units and associated distribution equivalent rights (DERs). A grant of 500,000 phantom units vests in two performance tranches: 25% when trailing-four-quarter DCF per PAA unit reaches $3.00 and 75% when it reaches $3.50. DERs from a 2018 Promotional Grant vest in thirds at specified DCF hurdles of $2.60 and $2.80 with one-third already vested in May 2019. Grants include accelerated vesting on death, disability, termination without cause, change in control, or board-approved retirement, and unvested units expire on October 1, 2030. Two named grants (Goebel and Chandler) have scheduled service-based vesting dates in August 2030 and August 2028 respectively, with staged DER payment schedules starting August 2026.

Lawrence Michael Ziemba, a director of Plains GP Holdings L.P. (PAGP), reported equity awards and share acquisitions on 08/14/2025. The Form 4 shows two non‑derivative entries that record acquisitions totaling 19,550 Class A shares (7,650 and 11,900) at a reported price of $0. Related derivative entries show Phantom Class A shares granted under the company’s Long‑Term Incentive Plan, each convertible one‑for‑one into Class A shares with associated cash dividend equivalents. An additional award of 7,400 phantom shares vests on 08/14/2026, with forfeiture upon termination of service other than for death, disability or retirement. The reporting person signed the form on 08/18/2025.

Bobby S. Shackouls, a director of Plains GP Holdings LP (PAGP), reported equity awards and resulting ownership changes. On 08/14/2025 he was granted Phantom Class A Shares under the company’s Long-Term Incentive Plan that convert one-for-one into Class A shares when vested and include cash dividend equivalents. Two grants (7,650 and 11,900 Phantom shares) were reported as acquired effective 08/14/2025, and an additional 7,400 Phantom shares were granted on 08/14/2025 that vest on 08/14/2026. After the transactions his reported beneficial ownership of Class A shares totaled 73,401 shares.