false
0001581990
PLAINS GP HOLDINGS LP
0001581990
2026-09-09
2026-09-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
– September 9, 2026
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)
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 |
| Class A Shares |
|
PAGP |
|
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 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.
| 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.
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.
Exhibit
Number |
|
Description |
| 1.1 |
|
Underwriting Agreement dated September 9, 2026 by and among Plains All American Pipeline, L.P. and 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 (incorporated by reference to Exhibit 1.1 of PAA’s Current Report on Form 8-K filed on September 14, 2026). |
| 4.1 |
|
Subordinated Indenture, dated September 14, 2026, by and between Plains All American Pipeline, L.P. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of PAA’s Current Report on Form 8-K filed on September 14, 2026). |
| 4.2 |
|
First Supplemental Indenture, dated September 14, 2026, by and between Plains All American Pipeline, L.P. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 of PAA’s Current Report on Form 8-K filed on September 14, 2026). |
| 4.3 |
|
Form of 6.750% Series A Junior Subordinated Notes due 2056 (included as Exhibit A in Exhibit 4.2) (incorporated by reference to Exhibit 4.3 of PAA’s Current Report on Form 8-K filed on September 14, 2026). |
| 4.4 |
|
Second Supplemental Indenture, dated September 14, 2026, by and between Plains All American Pipeline, L.P. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.4 of PAA’s Current Report on Form 8-K filed on September 14, 2026). |
| 4.5 |
|
Form of 7.000% Series B Junior Subordinated Notes due 2056 (included as Exhibit A in Exhibit 4.4) (incorporated by reference to Exhibit 4.5 of PAA’s Current Report on Form 8-K filed on September 14, 2026). |
| 99.1 |
|
Unaudited Pro Forma Condensed Statement of Combined Operations for the year ended December 31, 2025 and the notes thereto. |
| 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 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 |
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.
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.
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.
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:
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 | |
