Plains GP Holdings Reports Material Agreement Changes
Ticker: PAGP · Form: 8-K · Filed: Dec 3, 2025 · CIK: 1581990
| Field | Detail |
|---|---|
| Company | Plains Gp Holdings LP (PAGP) |
| Form Type | 8-K |
| Filed Date | Dec 3, 2025 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $1.2 billion, $125.0 million, $1.1 billion, $1.1 billion |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-obligation, filing
Related Tickers: PAGP
TL;DR
Plains GP Holdings (PAGP) filed an 8-K detailing material agreement changes and new financial obligations.
AI Summary
Plains GP Holdings, L.P. filed an 8-K on November 26, 2025, reporting the entry into and termination of a material definitive agreement, as well as the creation of a direct financial obligation. The filing also includes financial statements and exhibits.
Why It Matters
This filing indicates significant changes in Plains GP Holdings' contractual and financial obligations, which could impact its operational and financial standing.
Risk Assessment
Risk Level: medium — The termination of a material definitive agreement and the creation of new financial obligations suggest potential shifts in the company's business strategy or financial health.
Key Players & Entities
- Plains GP Holdings, L.P. (company) — Registrant
- November 26, 2025 (date) — Date of earliest event reported
- 333 Clay Street, Suite 1600, Houston, Texas 77002 (address) — Principal executive offices
FAQ
What was the nature of the material definitive agreement that was entered into and subsequently terminated?
The filing indicates the entry into and termination of a material definitive agreement, but the specific details of this agreement are not provided in the provided text.
What is the nature of the direct financial obligation created by Plains GP Holdings?
The filing states the creation of a direct financial obligation, but the specific terms and amount of this obligation are not detailed in the provided text.
What is the significance of the 'Termination of a Material Definitive Agreement' item?
This item signifies that a previously established significant contract or agreement has been ended by Plains GP Holdings.
What type of financial statements and exhibits are included with this 8-K filing?
The filing lists 'Financial Statements and Exhibits' as an item, but the specific content of these documents is not detailed in the provided text.
When was Plains GP Holdings incorporated and what is its fiscal year end?
Plains GP Holdings, L.P. was incorporated in Delaware and its fiscal year ends on December 31.
Filing Stats: 1,178 words · 5 min read · ~4 pages · Grade level 10.7 · Accepted 2025-12-03 16:31:49
Key Financial Figures
- $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
- $1.1 billion — The Term Loan Agreement provides for a $1.1 billion senior unsecured term loan (the "Term L
Filing Documents
- tm2532638d1_8k.htm (8-K) — 37KB
- 0001104659-25-118148.txt ( ) — 201KB
- pagp-20251126.xsd (EX-101.SCH) — 3KB
- pagp-20251126_lab.xml (EX-101.LAB) — 33KB
- pagp-20251126_pre.xml (EX-101.PRE) — 22KB
- tm2532638d1_8k_htm.xml (XML) — 4KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. The information contained in Item 2.03 regarding the Term Loan Agreement, as defined below, is incorporated by reference into this Item 1.01.
02 Termination of a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement. On October 31, 2025, Plains All American Pipeline, L.P. ("PAA"), a subsidiary of Plains GP Holdings, L.P. (the "Registrant"), through a wholly-owned subsidiary, acquired 100% of the equity interests in EPIC Crude Holdings, LP ("EPIC Crude Holdings") and 100% of the membership interests in EPIC Crude Holdings GP, LLC, which own and operate the EPIC Crude Oil Pipeline. EPIC Crude Holdings is party to that certain Credit Agreement, dated as of October 15, 2024 (as amended, the "EPIC Credit Agreement"), 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. 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 December 1, 2025, there were approximately $1.1 billion of borrowings outstanding under the EPIC Term Loan and no borrowings outstanding under the EPIC Revolver. On December 1, 2025, PAA terminated the EPIC Credit Agreement and repaid all amounts outstanding thereunder.
03 Creation of a Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation. 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") to be funded on or prior to December 2, 2025. The Term Loan will mature on the two-year anniversary of the closing date. 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 previously announced sale by PAA of its Canadian natural gas liquids business to Keyera Corp. will trigger mandatory prepayment of all amounts outstanding under the Term Loan Agreement within seven (7) business days of the closing of such sale. Borrowings under the Term Loan Agreement accrue interest based, at PAA's election, on either Term SOFR or the Base Rate, in each case, plus an applicable rate. From the closing date to (but excluding) the first anniversary of the closing date, the applicable rate is 1.125% for Term SOFR Loans and 0.125% for Base Rate Loans; on and after the first anniversary, the applicable rate increases to 1.250% for Term SOFR Loans and 0.250% for Base Rate Loans. The Term Loan Agreement contains representations and warranties and events of default that are customary for investment grade, senior unsecured commercial bank term loan facilities. Upon an event of default under the Term Loan Agreement, the Lenders thereunder may declare amounts outstanding to be immediately due and payable. In addition, the Term Loan Agreement contains customary covenants limiting PAA's or certain of its subsidiaries' ability to, among other things: grant liens on their principal property or equity interests in subsidiaries of PAA; incur indebtedness, including capital leases; sell substantially all of t
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1# Term Loan Agreement, dated as of November 26, 2025, by and among Plains All American Pipeline, L.P., PNC Bank, National Association, as administrative agent, and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to Plains All American Pipeline, L.P.'s Current Report on Form 8-K filed December 3, 2025). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). # Certain schedules and exhibits to this agreement have been omitted. A copy of any omitted schedule and/or exhibit will be furnished to the U.S. Securities and Exchange Commission on request. 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: December 3, 2025 PLAINS GP HOLDNGS, L.P. By: PAA GP Holdings LLC, its general partner By: /s/ Richard McGee Name: Richard McGee Title: Executive Vice President and General Counsel 4