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PLAINS GP HOLDINGS LP
0001581990
DE
0001581990
2025-08-30
2025-08-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) – August 30, 2025
Plains GP Holdings, L.P.
(Exact name of registrant as specified in its charter)
| DELAWARE |
1-36132 |
90-1005472 |
(State
or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
333 Clay Street,
Suite 1600, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
713-646-4100
(Registrant’s telephone
number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of
each exchange on which registered |
| Common Units |
|
PAGP |
|
Nasdaq |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On August 30, 2025,
a wholly-owned subsidiary (the “Buyer”) of Plains All American Pipeline, L.P. (“PAA”), a wholly-owned subsidiary
of Plains GP Holdings, L.P. (“PAGP” or the “Registrant”), entered into a definitive Purchase and Sale Agreement
(the “PSA”) with subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc. (collectively, the “Sellers”),
pursuant to which Buyer will purchase from Sellers an aggregate 55% non-operated interest in EPIC Crude Holdings, LP (“EPIC Crude
Holdings”), the entity that owns and operates the EPIC Crude Oil Pipeline (the “Pipeline”). The base purchase price
of approximately $1.57 billion is subject to adjustments and includes approximately $600 million of debt. Buyer has also agreed to a potential
earnout payment of approximately $193 million should an expansion of the Pipeline to a capacity of at least 900,000 barrels per day be
formally sanctioned before the end of 2027. PAA will guaranty certain of the Buyer’s obligations under the PSA.
The EPIC Pipeline provides long-haul crude oil
takeaway from the Permian and Eagle Ford basins to the Gulf Coast market at Corpus Christi. EPIC Crude Holdings’ assets include
approximately 800 miles of long-haul pipelines (including the EPIC Pipeline), operating capacity of over 600,000 barrels per day with
low-cost expansion capabilities, approximately 7 million barrels of operational storage, and over 200,000 barrels per day of export capacity.
The remaining 45% interest in EPIC Crude Holdings is owned by a portfolio company of Ares Management Corporation, which also serves as
operator.
The transaction is expected to close in the first
quarter of 2026, subject to satisfaction or waiver of customary closing conditions, including applicable regulatory approvals. The PSA
contains customary representations, warranties, covenants and termination provisions, as well as mutual indemnification provisions for
breaches of certain of the representations, warranties and covenants in the PSA, subject to certain limitations.
The foregoing description
of the PSA does not purport to be complete and is qualified in its entirety by reference to the full text of the PSA, which the Registrant
intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
| Item 7.01 |
Regulation FD Disclosure. |
In accordance with General
Instruction B.2 of Form 8-K, the information presented herein under Item 7.01 shall not be deemed “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended,
or the Exchange Act.
On September 2, 2025, PAA and PAGP issued a press
release announcing the execution of the Purchase and Sale Agreement described in Item 1.01 above. A copy of the press release is furnished
as Exhibit 99.1 hereto.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
Number |
Description |
| 99.1 |
Press Release Dated September 2, 2025. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 2, 2025 |
PLAINS GP HOLDINGS, L.P. |
| |
|
| |
By: |
PAA GP LLC, its general partner |
| |
|
|
| |
By: |
PAA GP Holdings LLC, its general partner |
| |
|
|
| |
By: |
/s/ Richard McGee |
| |
|
Name: |
Richard McGee |
| |
|
Title: |
Executive Vice President, General Counsel & Secretary |
