Plains Group Holdings, L.P. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) –
Plains GP Holdings, L.P.
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 17, 2025, a wholly-owned subsidiary (the “Seller”) of Plains All American Pipeline, L.P. (“PAA”), which is a wholly owned subsidiary of Plains GP Holdings, L.P. (“PAGP” or the “Registrant”), entered into a definitive Share Purchase Agreement (the “SPA”) with Keyera Corp., an Alberta Corporation (“Keyera”), pursuant to which Keyera will purchase from Seller the issued and outstanding shares of Plains Midstream Canada ULC, the PAA subsidiary that owns substantially all of PAA’s natural gas liquids (NGL) business, for a cash purchase price of approximately C$5.15 billion, subject to adjustments. PAA will guaranty certain of the Seller’s obligations under the SPA. PAA will retain substantially all NGL assets located in the United States and all crude oil assets in Canada.
The transaction is expected to close in the first quarter of 2026, subject to satisfaction or waiver of customary closing conditions, including applicable regulatory approvals. The SPA 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 SPA, subject to certain limitations.
The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, which the Registrant intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
| Item 7.01 | Regulation FD Disclosure. |
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 Securities Exchange Act of 1934, as amended, (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 of 1933, as amended, or the Exchange Act.
On June 17, 2025, PAA and PAGP issued a press release announcing the execution of the Share Purchase Agreement described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 hereto. The Registrant also intends to publish to its website an updated investor presentation that will include information relating to the transaction. The presentation materials will be made available for viewing on Tuesday, June 17, 2025, at www.plains.com in the Investor Relations section of the website. Information contained on the Registrant’s website is not part of, and is not incorporated by reference into, this Current Report on Form 8-K. Neither PAA nor PAGP undertake to update the information posted on the website; however, they may post additional information included in future press releases, Forms 8-K, and periodic Exchange Act reports.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | Press Release Dated June 17, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 17, 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, General Counsel & Secretary | ||
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