PLAINS GP HOLDINGS LP: Completion of the acquisition or disposal of assets, disclosure of FD regulations, financial statements and supporting documents (form 8-K)



Article 2.01. Completion of acquisition or disposal of assets.

At October 5, 2021, in accordance with the terms of an agreement and a merger plan dated July 12, 2021 (the “Merger Agreement”) between the subsidiaries of
Plains All American Pipeline, LP (“PAA”), a wholly owned subsidiary of Plains GP Holdings, LP (“PAGP” or the “Holder”), and Oryx Midstream Holdings LLC
(as well as certain affiliates, “Oryx”), a holding company of Stonepeak infrastructure partners (“Stonepeak”) 1, PAA and Oryx have completed the merger, in a cashless transaction, of their Permian Basin assets, operations and business activities in a newly formed strategic joint venture, Plains Oryx Permian Basin LLC (the “Joint Venture”). The joint venture is 65% owned by PAA and 35% by Oryx; PAA will act as the operator of the joint venture.

The joint venture includes all of the assets of the Permian Oryx Basin and, with the exception of PAA’s long-haul pipeline networks and some of its intra-basin terminal assets, the vast majority of PAA’s assets located in the Permian Basin. Specifically, Oryx’s assets in the joint venture include approximately 1,600 miles of pipeline and related operational storage capacity, in addition to long-term marketing and acreage agreements covering approximately 1.3 million. acres. The AAP assets in the joint venture include approximately 3,900 miles of pipeline and associated operational storage capacity, long-term marketing and acreage agreements covering approximately 2.8 million acres, as well as as supply and installation assignments. On a combined basis, the assets of the joint venture will include approximately 5,500 miles of pipeline representing approximately 6.8 million barrels per day of multi-segment pipeline network capacity, approximately 4.1 million acres of dedicated network, including including dedicated supplies and facilities, and direct downstream connections to all major intra-basin and downstream markets.

As part of the formation of the joint venture, PAA and Oryx entered into an LLC agreement, the main terms of which are as follows:

o Ownership and governance. Subject to the modified multi-level sharing arrangement

described below, the joint venture is 65% owned by PAA and 35% owned by Oryx. The

The joint venture is managed by a board of directors of five members including three PAAs

representatives and two Oryx representatives. PAA serves as the operator of

Joint Venture, and a joint operating committee which includes representatives

of PAA and Oryx will oversee the significant activities of the joint venture

and business decisions. The joint venture will be consolidated in the PAA

   financial statements.

o Distribution. Quarterly distributions of available cash (cash at end of

of a quarter less reserves) of the Joint Venture to PAA and Oryx are subject to

a modified multi-level sharing agreement (“MSA”) for a maximum of 10 years. Under the

MSA, the distributions will be broken down as follows:

         Available Cash          Distribution Percentages
Tier       (Annualized)         PAA                 Oryx
 1         Up to $300mm            50 %                  50 %
 2       $300mm - $428mm          100 %                   0 %
 3       $428mm - $815mm           65 %                  35 %
 4       $815mm and above          70 %                  30 %

Upon termination of the MSA, quarterly distributions of available cash will be paid 65% to PAA and 35% to Oryx.

o Area of ​​mutual interest. Members of the joint venture and their affiliates (other than

Stonepeak and its non-Oryx holding companies) will be limited by

develop, acquire or own assets related to collection and marketing

crude oil and condensate in the Permian Basin, subject to certain exceptions.

o Future downstream projects. For a period of seven years after closing, the

The joint venture will have certain limited investment rights with respect to

important downstream projects pursued by one or other of the members.

o Transfer of interest and related provisions. In general, each joint venture

member will be free to transfer all, but not less than all, of his

interest in the joint venture; however, in certain circumstances and subject to

to certain limitations, (1) if Oryx wishes to transfer its interest, is

subject to foreclosure authorized by certain lenders or should be

subject to a change of control, PAA will have the right to make an offer

and negotiate to acquire the stake in Oryx, and (2) if PAA wishes to transfer

interest or undergo a change of control, Oryx will dispose of certain


The foregoing description of the Merger Agreement and LLC Agreement is qualified in its entirety by reference to that Merger Agreement and Schedule C-1 thereof, copies of which are incorporated herein by reference. in Annex 2.1 of the current PAGP report on Form 8-K filed on July 13, 2021.

1 Stonepeak affiliates own approximately 8.9% of the outstanding PAA Series A Preferred Units, which is equivalent to less than 1% of the outstanding PAA common units and common unit equivalents combined.

Article 7.01 Regulation FD Disclosure.

In accordance with Policy Statement B.2 of Form 8-K, the information presented herein in Item 7.01 will not be deemed to be “filed” for the purposes of section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the responsibilities of this section, nor will such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended.

At October 5, 2021, PAA and PAGP have issued a press release announcing the closing of the transaction described in section 2.01 above. A copy of the press release is provided as Attachment 99.1 attached.

Item 9.01 Financial statements and supporting documents.

(a) Financial statements of the acquired business.

The financial statements of the acquiree are not included in this Form 8-K report. These financial statements will be filed within 71 calendar days of the filing date of this Form 8-K report.

(b) Pro Forma Financial Information.

Pro forma financial information relating to the acquired business is not included in this Form 8-K report. This pro forma financial information will be filed within 71 calendar days of the filing date of this Form 8-K report.

 (d) Exhibits

Exhibit  Description
  2.1      Agreement and Plan of Merger dated as of July 12, 2021 by and among
         Plains Pipeline, L.P., Plains Marketing, L.P., Oryx Midstream Holdings
         LLC, Middle Cadence Holdings LLC, POP HoldCo LLC, Oryx Wink Oil
         Marketing LLC, Oryx Permian Oil Marketing LLC, Plains Oryx Permian Basin
         LLC, Plains Oryx Permian Basin Marketing LLC and Plains Oryx Permian
         Basin Pipeline LLC (incorporated by reference to Exhibit 2.1 to PAGP's
         Current Report on Form 8-K filed on July 13, 2021).
  99.1     Press Release Dated October 5, 2021.
  104    Cover Page Interactive Data File (formatted as inline XBRL and contained
         in Exhibit 101)

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