Plains GP (NYSE: PAGP) sells Canadian NGL unit, plans $3.3B debt paydown
Rhea-AI Filing Summary
Plains GP Holdings, L.P. completed the sale of its Canadian natural gas liquids business to Keyera Corp. for approximately CAD $5.13 billion (about USD $3.76 billion). Net cash proceeds of about $3.3 billion, after taxes and expenses, will be used mainly to repay debt, including PAA’s commercial paper, a $1.1 billion term loan and 4.50% senior notes due December 2026, and for general partnership purposes.
Plains expects its leverage ratio to move toward the middle of its targeted 3.25x to 3.75x range and highlights a strategic shift to a pure-play crude oil midstream business. The company does not anticipate a special distribution, noting tax impacts to unitholders are expected to be mitigated by bonus depreciation from the Cactus III acquisition.
Positive
- Major deleveraging using sale proceeds: Net cash proceeds of approximately $3.3 billion from the Canadian NGL divestiture are earmarked to repay commercial paper, a $1.1 billion term loan, and 4.50% senior notes due December 2026, supporting movement toward a targeted leverage range of 3.25x–3.75x.
Negative
- None.
Insights
Large NGL divestiture funds debt reduction and refocuses Plains on crude oil.
Plains GP Holdings and Plains All American closed the Canadian NGL sale to Keyera for approximately CAD $5.13 billion (about $3.76 billion), generating net cash proceeds of roughly $3.3 billion. Management plans to direct these proceeds to repay commercial paper, the $1.1 billion term loan and 4.50% notes due December 2026, plus general partnership needs.
The company states that, post-closing, its leverage ratio should trend toward the middle of its targeted 3.25 to 3.75x range, implying a more conservative balance sheet if achieved. Strategically, Plains emphasizes becoming a premier pure play crude oil midstream company with a large, integrated footprint from Canada to the U.S. Gulf Coast, including access to Corpus Christi export markets.
Management also notes it does not expect to pay a special distribution after the transaction, citing tax liabilities to unitholders and mitigation via bonus depreciation from the Cactus III acquisition. Future filings may provide additional detail on realized leverage metrics, capital allocation between growth projects and ongoing capital returns to unitholders.
8-K Event Classification
Key Figures
Key Terms
transition services agreements financial
Term Loan Agreement financial
discontinued operations financial
forward-looking statements regulatory
master limited partnership financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On May 12, 2026, a wholly-owned subsidiary (the “Seller”) of Plains All American Pipeline, L.P. (“PAA”), which is a wholly owned subsidiary of Plains GP Holdings, L.P. (“PAGP” or the “Registrant”), completed the previously announced sale of all of the issued and outstanding shares of Plains Midstream Canada ULC, the PAA subsidiary that owns substantially all of PAA’s natural gas liquids (NGL) business (the “Canadian NGL Business”) to Keyera Corp., an Alberta Corporation (“Keyera”), pursuant to the terms of a definitive Share Purchase Agreement dated as of June 17, 2025 (as amended to date, the “SPA”).
Pursuant to the SPA, Seller received cash consideration of approximately CAD $5.13 billion (approximately USD $3.76 billion), subject to certain post-closing adjustments as defined in the SPA. Net proceeds from the sale of approximately $3.3 billion, after taxes and expenses, will be used to reduce leverage, including repayment of outstanding borrowings under PAA’s commercial paper program, the term loan described in Item 1.02 below and PAA’s 4.50% senior notes due December 2026, and for other general partnership purposes.
In connection with the closing of the sale of the Canadian NGL Business, PAA and Keyera have entered into certain transition services agreements pursuant to which PAA and Keyera will provide certain services to support the transition of the Canadian NGL Business, subject to the terms and conditions set forth therein.
The SPA contains customary representations, warranties and covenants for a representation and warranty insurance transaction and customary termination provisions, as well as mutual indemnification provisions for breaches of certain of the representations, warranties and covenants in the SPA, subject to certain limitations.
The foregoing description of the closing of the sale of the Canadian NGL Business and the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA and each amendment thereto, each of which are exhibits to this Current Report on Form 8-K and incorporated herein by reference.
Item 1.02. Termination of a Material Definitive Agreement.
On November 26, 2025, PAA entered into a term loan agreement (the “Term Loan Agreement”) by and among PAA, as borrower, PNC Bank, National Association, as administrative agent, and the other lenders party thereto (collectively, the “Lenders”). The Term Loan Agreement provides for a $1.1 billion senior unsecured term loan (the “Term Loan”), which was funded on December 1, 2025. The Term Loan will mature on the two-year anniversary of the closing date of the Term Loan Agreement; however, PAA may at any time prepay amounts outstanding under the Term Loan Agreement, in whole or in part, without premium or penalty. The closing of the sale of the Canadian NGL Business as described in Item 2.01 above triggers mandatory prepayment of all amounts outstanding under the Term Loan Agreement within seven (7) business days of the closing of such sale. Effective May 14, 2026, PAA intends to terminate the Term Loan Agreement and repay all amounts outstanding thereunder.
Item 7.01. Regulation FD Disclosure.
On May 12, 2026, PAA and PAGP issued a press release announcing the closing of the sale of the Canadian NGL Business to Keyera. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, unless expressly incorporated by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The Registrant has omitted the inclusion of any pro forma financial information as the transaction has already been included as discontinued operations within the Registrant’s Condensed Consolidated Financial Statements for the three months ended March 31, 2026 and 2025, included within PAGP’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, and within the Registrant’s Consolidated Financial Statements for each of the three years ended December 31, 2025, 2024 and 2023, included within PAGP’s Annual Report on Form 10-K for the year ended December 31, 2025.
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(d) Exhibits.
| Exhibit Number |
Description | |
| 2.1 * | Share Purchase Agreement, dated as of June 17, 2025, by and between Plains Midstream Luxembourg S.A.R.L. and Keyera Corp. (portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K) (incorporated by reference to Exhibit 2.1 of the Registrant’s Form 10-Q for the quarter ended June 30, 2025.) | |
| 2.2 * | First Amendment to Share Purchase Agreement, dated as of May 11, 2026, by and between Plains Midstream Luxembourg S.A.R.L. and Keyera Corp. (portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K) | |
| 2.3 * | Second Amendment to Share Purchase Agreement, dated as of May 12, 2026, by and between Plains Midstream Luxembourg S.A.R.L. and Keyera Corp. (portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K) | |
| 2.4 * | Third Amendment to Share Purchase Agreement, dated as of May 12, 2026, by and between Plains Midstream Luxembourg S.A.R.L. and Keyera Corp. (portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K) | |
| 99.1 | Press Release dated May 12, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain information has been omitted from this exhibit as such omitted information is both (i) not material and (ii) the type of information that the registrant treats as private or confidential.
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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.
| PLAINS GP HOLDINGS, L.P. | ||
| By: PAA GP Holdings LLC, its general partner | ||
| Date: May 12, 2026 | By: | /s/ Richard K. McGee |
| Name: | Richard K. McGee | |
| Title: | Executive Vice President, General Counsel and Secretary | |
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Exhibit 99.1
Plains All American Pipeline and Plains GP Holdings
Announce Completion of Canadian NGL Divestiture
HOUSTON – May 12, 2026 – Plains All American Pipeline, L.P. (Nasdaq: PAA) and Plains GP Holdings (Nasdaq: PAGP) (collectively, “Plains”) completed the previously announced sale of all of the issued and outstanding shares of Plains Midstream Canada ULC, the PAA subsidiary that owns substantially all of PAA’s natural gas liquids (NGL) business (the “Canadian NGL Business”) to Keyera Corp., an Alberta Corporation (“Keyera”), pursuant to the terms of a definitive Share Purchase Agreement dated as of June 17, 2025 (the “SPA”).
Net cash proceeds from the sale were approximately $3.3 billion (net of purchase price adjustments, taxes and other related costs) and will be used to repay certain outstanding indebtedness and for other general partnership purposes. Post closing, Plains expects its leverage ratio to trend toward the middle of its targeted range of 3.25 to 3.75x. As previously disclosed, Plains does not anticipate paying a special distribution following the closing as the tax liability to unitholders resulting from the NGL divestiture is expected to be mitigated by bonus depreciation from the Cactus III acquisition.
“We are excited to finalize this transaction which completes our transformation to a premier pure play crude oil midstream company. Moving forward, our business should be more durable with less commodity price volatility, and our free cash flow will be supported by reduced maintenance capital and lower corporate taxes. Our remaining crude footprint is highly competitive with integrated assets spanning from Canada to the U.S. Gulf Coast. Our asset portfolio offers customers optionality to reach multiple destinations, including Corpus Christi, which serves as the primary U.S. oil export market. We believe recent geopolitical events enhance the value of existing infrastructure in North America and Plains is well positioned to capture this value and deliver on our commitment of driving efficient growth through capital discipline, maintaining a strong balance sheet and returning capital to unitholders,” said Willie Chiang, Chairman, CEO and President.
Forward-Looking Statements
Except for the historical information contained herein, the matters discussed in this release consist of forward-looking statements including, but not limited to, statements regarding the anticipated operational, financial and strategic benefits resulting from the sale of Plains’ NGL business to Keyera Corp. There are a number of risks and uncertainties that could cause actual results or outcomes to differ materially from results or outcomes anticipated in the forward-looking statements. These risks and uncertainties include, among other things: changes in or disruptions to economic, market or business conditions; substantial declines in commodity prices or demand for crude oil; third-party constraints; legal constraints (including the impact of governmental regulations, orders or policies); and other factors and uncertainties inherent in transactions of the type discussed herein or in our business as discussed in PAA’s and PAGP’s filings with the Securities and Exchange Commission.
About Plains
PAA is a publicly traded master limited partnership that owns and operates midstream energy infrastructure and provides logistics services for crude oil. PAA owns an extensive network of pipeline gathering and transportation systems, in addition to terminalling, storage, and other infrastructure assets serving key producing basins, transportation corridors and major market hubs and export outlets in the United States and Canada.
PAGP is a publicly traded entity that owns an indirect, non-economic controlling general partner interest in PAA and an indirect limited partner interest in PAA, one of the largest energy infrastructure and logistics companies in North America.
PAA and PAGP are headquartered in Houston, Texas. More information is available at www.plains.com.
Investor Relations Contacts:
Blake Fernandez
Ross Hovde
PlainsIR@plains.com
(866) 809-1291