Plains GP Holdings Enters Material Agreement

TL;DR

Plains GP Holdings just signed a big deal, check the 8-K.

AI Summary

Plains GP Holdings, L.P. entered into a material definitive agreement on September 3, 2025. The company, incorporated in Delaware, filed an 8-K report detailing this event. The filing also covers the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement.

Why It Matters

This filing indicates a significant new contractual commitment for Plains GP Holdings, potentially impacting its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent business risks.

Key Players & Entities

• Plains GP Holdings, L.P. (company) — Registrant
• September 3, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 333 Clay Street, Suite 1600, Houston, Texas 77002 (address) — Principal executive offices
• 713-646-4100 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $1.25 billion — the public offering (the "Offering") of $1.25 billion aggregate principal amount of the Issue
• $700,000,000 — Issuers' debt securities, consisting of $700,000,000 aggregate principal amount of 4.700% Se
• $550,000,000 — r Notes due 2031 (the "2031 Notes") and $550,000,000 aggregate principal amount of 5.600% Se
• $150.0 million — e) in the aggregate principal amount of $150.0 million or more; certain events of bankruptcy

Filing Documents

• tm2525408d1_8k.htm (8-K) — 43KB
• 0001104659-25-088308.txt ( ) — 207KB
• pagp-20250903.xsd (EX-101.SCH) — 3KB
• pagp-20250903_lab.xml (EX-101.LAB) — 33KB
• pagp-20250903_pre.xml (EX-101.PRE) — 22KB
• tm2525408d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On September 8, 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 $1.25 billion aggregate principal amount of the Issuers' debt securities, consisting of $700,000,000 aggregate principal amount of 4.700% Senior Notes due 2031 (the "2031 Notes") and $550,000,000 aggregate principal amount of 5.600% Senior Notes due 2036 (the "2036 Notes," and, together with the 2031 Notes, the "Notes"). The terms of the Notes are governed by the indenture (the "Base Indenture," and as amended and supplemented by the Supplemental Indentures (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-Fifth Supplemental Indenture dated as of September 8 , 2025 by and among the Issuers and the Trustee (the "35th Supplemental Indenture") relating to the issuance of the 2031 Notes and the Thirty-Sixth Supplemental Indenture dated as of September 8, 2025 by and among the Issuers and the Trustee (the "36th Supplemental Indenture," and, together with the 35th Supplemental Indenture, the "Supplemental Indentures") relating to the issuance of the 2036 Notes. The 2031 Notes will mature on January 15, 2031, and the 2036 Notes will mature on January 15, 2036 . Interest is payable on the Notes on each January 15 and July 15, commencing on January 15, 2026. 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 Note

01 Other Events

Item 8.01 Other Events. On September 3, 2025, the Issuers entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., Barclays Capital Inc., PNC Capital Markets LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to the Offering. 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 September 3, 2025 by and among Plains All American Pipeline, L.P., PAA Finance Corp. and BofA Securities, Inc., Barclays Capital Inc., PNC Capital Markets LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, 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 September 8, 2025). 4.1 Thirty-Fifth Supplemental Indenture, dated September 8, 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 September 8, 2025). 4.2 Form of 4.700% Senior Notes due 2031 (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 September 8, 2025). 4.3 Thirty-Sixth Supplemental Indenture, dated September 8, 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 4.3 of PAA's Current Report on Form 8-K filed on September 8, 2025). 4.4 Form of 5.600% Senior Notes due 2036 (included as Exhibit A in Exhibit 4.3) (incorporated by reference to Exhibit 4.4 of PAA's Current Report on Form 8-K filed on September 8, 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: September 8, 2025 PLAINS GP HOLDINGS, L.P. By: PAA GP Holdings LLC, its general partner By: /s/ Richard McGee Name: Richard McGee Title: E xecutive Vice President, General Counsel & Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR