Plains GP Holdings Enters Material Agreement

TL;DR

Plains GP Holdings just signed a big deal, creating new financial obligations.

AI Summary

On January 13, 2025, Plains GP Holdings, L.P. entered into a material definitive agreement. This agreement also created a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing also notes other events and financial statements/exhibits.

Why It Matters

This filing indicates a significant new financial commitment or arrangement for Plains GP Holdings, L.P., which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating new financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet them.

Key Players & Entities

• Plains GP Holdings, L.P. (company) — Registrant
• January 13, 2025 (date) — Date of earliest event reported
• 333 Clay Street, Suite 1600, Houston, Texas 77002 (address) — Principal executive offices

FAQ

Key Financial Figures

• $1 billion — the public offering (the "Offering") of $1 billion aggregate principal amount of the Issue
• $150.0 million — e) in the aggregate principal amount of $150.0 million or more; certain events of bankruptcy

Filing Documents

• tm253383d1_8k.htm (8-K) — 40KB
• tm253383d1_ex1-1.htm (EX-1.1) — 304KB
• tm253383d1_ex4-1.htm (EX-4.1) — 246KB
• 0001104659-25-003786.txt ( ) — 866KB
• pagp-20250113.xsd (EX-101.SCH) — 3KB
• pagp-20250113_lab.xml (EX-101.LAB) — 33KB
• pagp-20250113_pre.xml (EX-101.PRE) — 22KB
• tm253383d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 15, 2025, the registrant's consolidated subsidiaries, Plains All American Pipeline, L.P. ("PAA") and PAA Finance Corp. (together with PAA, the "Issuers") completed the public offering (the "Offering") of $1 billion aggregate principal amount of the Issuers' 5.950% Senior Notes due 2035 (the "Notes"). The terms of the Notes are governed by the indenture (the "Base Indenture," and as amended and supplemented by the Supplemental Indenture (defined below), the "Indenture") dated as of September 25, 2002 by and among the Issuers and U.S. Bank Trust Company, National Association (as successor trustee), as trustee (the "Trustee"), as supplemented by the Thirty-Fourth Supplemental Indenture dated as of January 15, 2025 by and among the Issuers and the Trustee (the "Supplemental Indenture"). The Notes will mature on June 15, 2035. Interest is payable on the Notes on each June 15 and December 15, commencing on June 15, 2025. The Issuers may redeem some or all of the Notes at any time and from time to time prior to maturity at the redemption prices specified in the Indenture. The Notes are PAA's senior unsecured obligations, will rank equally in right of payment with all of PAA's existing and future senior debt, and will rank senior in right of payment to all of PAA's future subordinated debt. The Notes will be effectively subordinated to all of PAA's existing and future secured debt to the extent of the value of the collateral securing such indebtedness. In certain circumstances, the Indenture restricts PAA's ability and the ability of certain of its subsidiaries to: (i) enter into sale and leaseback transactions; (ii) incur liens; (iii) merge or consolidate with another company; and (iv) transfer and sell assets. These covenants are subject to a number of important exceptions and qualifications. The Indenture contains customary events of default with respect to the Notes, including: default in any paym

01 Other Events

Item 8.01 Other Events. On January 13, 2025, the Issuers entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, BMO Capital Markets Corp., Mizuho Securities USA LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to the Offering of the Notes. The Notes were offered and sold under the Issuers' 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement dated January 13, 2025 by and among Plains All American Pipeline, L.P., PAA Finance Corp., and J.P. Morgan Securities LLC, BMO Capital Markets Corp., Mizuho Securities USA LLC and Scotia Capital (USA) Inc. as representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.1 of Plains All American Pipeline, L.P.'s Current Report on Form 8-K filed on January 15, 2025). 4.1 Thirty-Fourth Supplemental Indenture, dated January 15, 2025, by and among Plains All American Pipeline, L.P., PAA Finance Corp. 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 January 15, 2025). 4.2 Form of 5.950% Senior Notes due 2035 (included as Exhibit A in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 of PAA's Current Report on Form 8-K filed on January 15, 2025). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

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: January 15, 2025 PLAINS GP HOLDINGS, L.P. By: PAA GP Holdings LLC, its general partner By: /s/ Richard McGee Name: Richard McGee Title: Executive Vice President

View Full Filing

View this 8-K filing on SEC EDGAR