Form 8-K PLAINS GP HOLDINGS LP For: Sep 09
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| 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.
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| 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.
| Item 8.01 | Other Events. |
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.
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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 | ||
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ATTACHMENTS / EXHIBITS
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