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Current Report · Items 1.01, 7.01, 9.01 · 8-K

PLAINS ALL AMERICAN PIPELINE LP

PAANASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Regulation FD Disclosure

Item 1.01 Entry into a Material Definitive Agreement. On August 30, 2025, a wholly-owned subsidiary (the “Buyer”) of Plains All American Pipeline, L.P. (“PAA” or the “Registrant”), entered into a definitive Purchase and Sale Agreement (the “PSA”) with subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc.…

Filed Sep 2, 2025Accepted Sep 2, 2025, 8:13 AM EDTCIK 1070423Accession 0001104659-25-086018
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Company context

PAA is a publicly traded master limited partnership that owns and operates midstream energy infrastructure and provides logistics services for crude oil. PAA owns an extensive network of pipeline gathering and transportation systems, in addition to terminalling, storage, and other infrastructure assets serving key producing basins, transportation corridors and major market hubs and export outlets in the United States and Canada.

Current securities

Recent company filings

  1. 8-K filingSep 14, 2026
  2. 424B5 filingSep 11, 2026
  3. SCHEDULE 13G/A filingSep 10, 2026
  4. Other EventsSep 10, 2026
  5. FWP filingSep 9, 2026

Disclosure sections

Items 1.01, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. On August 30, 2025, a wholly-owned subsidiary (the “Buyer”) of Plains All American Pipeline, L.P. (“PAA” or the “Registrant”), entered into a definitive Purchase and Sale Agreement (the “PSA”) with subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc. (collectively, the “Sellers”), pursuant to which Buyer will purchase from Sellers an aggregate 55% non-operated interest in EPIC Crude Holdings, LP (“EPIC Crude Holdings”), the entity that owns and operates the EPIC Crude Oil Pipeline (the “Pipeline”). The base purchase price of approximately $1.57 billion is subject to adjustments and includes approximately $600 million of debt. Buyer has also agreed to a potential earnout payment of approximately $193 million should an expansion of the Pipeline to a capacity of at least 900,000 barrels per day be formally sanctioned before the end of 2027. PAA will guaranty certain of the Buyer’s obligations under the PSA. The EPIC Pipeline provides long-haul crude oil takeaway from the Permian and Eagle Ford basins to the Gulf Coast market at Corpus Christi. EPIC Crude Holdings’ assets include approximately 800 miles of long-haul pipelines (including the EPIC Pipeline), operating capacity of over 600,000 barrels per day with low-cost expansion capabilities, approximately 7 million barrels of operational storage, and over 200,000 barrels per day of export capacity. The remaining 45% interest in EPIC Crude Holdings is owned by a portfolio company of Ares Management Corporation, which also serves as operator. 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 PSA 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 PSA, subject to certain limitations. The foregoing description of the PSA does not purport to be complete and is qualified in its entirety by reference to the full text of the PSA, which the Registrant intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
Item 7.01Item 7.01 - Regulation FD Disclosure
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 September 2, 2025, PAA and Plains GP Holdings, L.P. (“PAGP”) issued a press release announcing the execution of the Purchase and Sale Agreement described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1 hereto.
Filed exhibits (1)
EX-99.1 (by filename) tm2524777d1_ex99-1.htm

EX-99.1 2 tm2524777d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Plains to Acquire 55% Interest in EPIC Crude Holdings, LP Enhancing Wellhead to Water Strategy HOUSTON - September 2, 2025 - Plains All American Pipeline, L.P. (Nasdaq: PAA) and Plains GP Holdings (Nasdaq: PAGP) (collectively, “Plains”) announced today that a wholly owned subsidiary has entered into a definitive agreement to acquire from subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc., a 55% non-operated interest in EPIC Crude Holdings, LP (“EPIC Crude Holdings”), the entity that owns and operates the EPIC Crude Oil Pipeline (“EPIC Pipeline”), in a transaction valued at approximately $1.57 billion, inclusive of approximately $600 million of debt. Additionally, Plains has agreed to a potential $193 million earnout payment should an expansion of the pipeline to a capacity of at least 900,000 barrels per day be formally sanctioned before year-end 2027. The transaction is expected to be immediately accretive to distributable cash flow with synergistic opportunities expected to result in mid-teens unlevered returns. The remaining 45% interest in EPIC Crude Holdings is owned by a portfolio company of Are…

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