Plains All American Pipeline LP 8-K Filing

FAQ

Key Financial Figures

• $1.57 b — , for a purchase price of approximately $1.57 billion, inclusive of approximately $600
• $600 million — .57 billion, inclusive of approximately $600 million of debt under the EPIC Term Loan (as de
• $193 million — ential earnout payment of approximately $193 million should an expansion of the EPIC Pipelin
• $1.33 b — , for a purchase price of approximately $1.33 billion, inclusive of approximately $500
• $500 million — .33 billion, inclusive of approximately $500 million of debt under the EPIC Term Loan (as de
• $157 million — earnout payment of up to approximately $157 million depending on the timing and amount of i
• $1.2 billion — he EPIC Credit Agreement provides for a $1.2 billion term loan (the "EPIC Term Loan") and a
• $125.0 million — term loan (the "EPIC Term Loan") and a $125.0 million revolving credit facility (the "EPIC Re
• $1.1 billion — ember 1, 2025, there were approximately $1.1 billion of borrowings outstanding under the EPI

Filing Documents

• tm2530339d1_8k.htm (8-K) — 45KB
• tm2530339d1_ex2-1.htm (EX-2.1) — 455KB
• tm2530339d1_ex2-2.htm (EX-2.2) — 503KB
• tm2530339d1_ex10-1.htm (EX-10.1) — 1317KB
• 0001104659-25-107695.txt ( ) — 2980KB
• paa-20251031.xsd (EX-101.SCH) — 3KB
• paa-20251031_lab.xml (EX-101.LAB) — 33KB
• paa-20251031_pre.xml (EX-101.PRE) — 22KB
• tm2530339d1_8k_htm.xml (XML) — 4KB

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Item 1.01 Entry into a Material Definitive Agreement. The information contained in Item 2.01 regarding the EPIC 45% Transaction, as defined below, and in Item 2.03 is incorporated by reference into this Item 1.01.

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Item 2.01 Completion of Acquisition or Disposition of Assets. On October 31, 2025, pursuant to that certain definitive 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" or the "Registrant"), and subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc. (collectively, the "Sellers"), 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 owns and operates the EPIC Crude Oil Pipeline (the "EPIC Pipeline"), and an aggregate 55% of the membership interests in EPIC Crude Holdings GP, LLC ("EPIC GP"), the general partner of EPIC Crude Holdings, for a purchase price of approximately $1.57 billion, inclusive of approximately $600 million of debt under the EPIC Term Loan (as defined below) (the "EPIC 55% Transaction"). The purchase price is subject to certain post-closing adjustments, and Buyer has also agreed to a potential earnout payment of approximately $193 million should an expansion of the EPIC Pipeline to a capacity of at least 900,000 barrels per day be formally sanctioned before the end of 2027. PAA has agreed to guaranty certain of the Buyer's obligations under the PSA. 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. Effective November 1, 2025, in a separate transaction from the EPIC 55% Transaction, 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 Buyer and the Ares Seller, for a purc

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Item 2.03 Creation of a Direct Financial Obligation. As a result of the Transactions, PAA indirectly holds all equity interests in EPIC Crude Holdings and EPIC Crude Services, LP (the "Borrower"), which are parties to that certain Credit Agreement, dated as of October 15, 2024 (as amended, the "EPIC Credit Agreement"), by and among EPIC Crude Holdings, the Borrower, Goldman Sachs Bank USA, as administrative and collateral agent, and the lenders and letters of credit issuers party thereto from time to time. The EPIC Credit Agreement provides for a $1.2 billion term loan (the "EPIC Term Loan") and a $125.0 million revolving credit facility (the "EPIC Revolver"). As of November 1, 2025, there were approximately $1.1 billion of borrowings outstanding under the EPIC Term Loan and no borrowings outstanding under the EPIC Revolver. The EPIC Term Loan and the EPIC Revolver have scheduled maturity dates of October 15, 2031 and 2029, respectively, subject to certain extensions and other terms and conditions set forth in the EPIC Credit Agreement. PAA does not guarantee the obligations under the EPIC Credit Agreement. The obligations under the EPIC Credit Agreement are guaranteed by, and secured by substantially all assets of, EPIC Crude Holdings, the Borrower and their subsidiaries. 2 Borrowings under the EPIC Credit Agreement accrue interest based, at the Borrower's election, on either the Alternate Base Rate or the Term SOFR, in each case, plus an applicable margin. In addition, the Borrower is required to pay each lender a commitment fee on the daily unfunded amount of such lenders' revolving commitment, including any issued letters of credit, which accrues at a rate that ranges between 0.375% and 0.50%, depending on the Consolidated Net Leverage Ratio. The EPIC Credit Agreement contains customary representations and warranties and events of default. Upon an event of default under the EPIC Credit Agreement, the lenders thereunder may declare amounts outstanding to

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Item 7.01 Regulation FD Disclosure. On November 5, 2025, the Registrant issued a press release announcing, among other things, the execution of the EPA and the closing of the Transactions. A copy of the press release dated November 5, 2025 is furnished as Exhibit 99.1 hereto. 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 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 or the Exchange Act.

Financial Statements and Exhibits

Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. To the extent required, we intend to file financial statements of the acquired business within 71 calendar days after the date of filing of this Current Report on Form 8-K. (b) Pro Forma Financial Information. To the extent required, we intend to file pro forma financial information relative to the acquired business within 71 calendar days after the date of filing of this Current Report on Form 8-K. 3 (d) Exhibits Exhibit Number Description 2.1* Purchase and Sale Agreement dated August 30, 2025 by and among Altus Midstream Processing LP, Kinetik EC Holdco LLC, Rattler Midstream Operating LLC and Rattler OMOG LLC, as Sellers, and Plains BK Holdco LLC, as Buyer, and the other parties thereto (portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K). 2.2* Equity Purchase Agreement dated November 3, 2025 by and among EPIC Crude Parent, L.P., as Seller, and Plains BK Holdco LLC, as Buyer, and the other parties thereto (portions of this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K). 10.1** Credit Agreement, dated as of October 15, 2024, by and among EPIC Crude Holdings, EPIC Crude Services, LP, as borrower, Goldman Sachs Bank USA, as administrative and collateral agent, and the lenders and letters of credit issuers party thereto from time to time, as amended. 99.1 Press Release dated November 5, 2025 (incorporated by reference to Exhibit 99.1 to our Current Report on Form 8-K filed November 5, 2025). 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. **Certain schedules and exhibits to this agreement have been omitted. A copy of any omitted schedule and/or exhibit will be furnished

SIGNATURES

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: November 6, 2025 PLAINS ALL AMERICAN PIPELINE, L.P. By: PAA GP LLC, its general partner By: Plains AAP, L.P., its sole member By: Plains All American GP LLC, its general partner By: /s/ Richard McGee Name: Richard McGee Title: Executive Vice President and General Counsel 5

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