---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-107698"
form_type: "8-K"
ticker: "PAGP"
cik: "0001581990"
company_name: "PLAINS GP HOLDINGS LP"
filed_at: "2025-11-06T23:59:59+00:00"
generated_at: "2026-05-16T23:41:50.421964+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Plains GP completes acquisition of 100% of EPIC Pipeline for ~$2.9B

## Summary
- Acquired 55% from Diamondback/Kinetik for $1.57B and 45% from Ares for $1.33B, total consideration ~$2.9B.
- Transaction includes ~$1.1B of assumed debt under EPIC Term Loan; PAA now owns 100% and will operate EPIC Pipeline.
- EPIC Pipeline has over 600,000 bpd capacity, ~800 miles of long-haul crude takeaway from Permian/Eagle Ford to Gulf Coast.
- Potential earnout payments of up to ~$350M if expansion beyond 650,000 bpd is sanctioned before end of 2028.
- Acquisition funded via buyer's subsidiary; PAA guarantees certain obligations; customary closing conditions met.

## SEC filing metadata
- accession: 0001104659-25-107698
- form_type: 8-K
- ticker: PAGP
- cik: 0001581990
- company_name: PLAINS GP HOLDINGS LP
- filed_at: 2025-11-06T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1581990/000110465925107698/0001104659-25-107698-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1581990/000110465925107698/tm2530340d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-107698
- JSON: https://secwatch.observer/filing/0001104659-25-107698.json
- Plain text: https://secwatch.observer/filing/0001104659-25-107698.txt

## Source-grounded claims
- claim_id: 220eb427b1b31ecbbf34c9306a6eda52ef78361e
  claim: PLAINS GP HOLDINGS LP incurred revolving credit of $125.0 million revolving credit facility with Goldman Sachs Bank USA maturing 2029.
  evidence_excerpt: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1581990/000110465925107698/0001104659-25-107698-index.htm
- claim_id: f036c9261153308ae9c0531fd1260472da4f9f4b
  claim: PLAINS GP HOLDINGS LP incurred credit facility of $1.2 billion term loan with Goldman Sachs Bank USA at Alternate Base Rate or Term SOFR, in each case, plus an applicable margin maturing October 15, 2031.
  evidence_excerpt: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1581990/000110465925107698/0001104659-25-107698-index.htm
- claim_id: 485b426423dcffa722828ee080035c290621507f
  claim: PLAINS GP HOLDINGS LP completed an acquisition involving a subsidiary of Ares Management LLC for approximately $1.33 billion (closed 2025-11-01).
  evidence_excerpt: Effective November 1, 2025, in a separate transaction from the EPIC 55% Transaction, Buyer also completed the purchase of the remaining 45% equity interest in EPIC Crude Holdings and the remaining 45% of the membership interests in EPIC GP from a subsidiary of Ares Management LLC (the “Ares Seller”) pursuant to that certain definitive Equity Purchase Agreement (the “EPA”) among Buyer and the Ares Seller, for a purchase price of approximately $1.33 billion, inclusive of approximately $500 million of debt under the EPIC Term Loan (as defined below) (the “EPIC 45% Transaction”, and, together with the EPIC 55% Transaction, the “Transactions”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1581990/000110465925107698/0001104659-25-107698-index.htm
- claim_id: cc08b3bbf12d5b0e70340b43b8e8e3f8f1b19cb4
  claim: PLAINS GP HOLDINGS LP completed an acquisition involving subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc. for approximately $1.57 billion (closed 2025-10-31).
  evidence_excerpt: On October 31, 2025, pursuant to that certain definitive Purchase and Sale Agreement (the “PSA”) entered into on August 30, 2025 by and among a wholly-owned subsidiary (the “Buyer”) of Plains All American Pipeline, L.P. (“PAA”), a subsidiary of Plains GP Holdings L.P. (the “Registrant”), and subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc. (collectively, the “Sellers”), Buyer completed the purchase from Sellers of an aggregate 55% non-operated equity interest in EPIC Crude Holdings, LP (“EPIC Crude Holdings”), the entity that owns and operates the EPIC Crude Oil Pipeline (the “EPIC Pipeline”), and an aggregate 55% of the membership interests in EPIC Crude Holdings GP, LLC (“EPIC GP”), the general partner of EPIC Crude Holdings, for a purchase price of approximately $1.57 billion, inclusive of approximately $600 million of debt under the EPIC Term Loan (as defined below) (the “EPIC 55% Transaction”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1581990/000110465925107698/0001104659-25-107698-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.