Plains GP Holdings, L.P. (NYSE:PAGP) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01 Entry into a Material Definitive
Agreement.

On December27, 2016, Plains GP Holdings, L.P. (the
Partnership) entered into an Equity Distribution
Agreement (the Agreement) with Wells Fargo
Securities, LLC, Barclays Capital Inc., BBT Capital Markets, a
division of BBT Securities, LLC, BMO Capital Markets Corp., BNP
Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche
Bank Securities Inc., DNB Markets,Inc., Fifth Third
Securities,Inc., J.P. Morgan Securities LLC, Jefferies LLC,
Merrill Lynch, Pierce, Fenner Smith Incorporated, MUFG Securities
Americas Inc., Mizuho Securities USA Inc., Morgan Stanley Co.
LLC, Raymond James Associates,Inc., Scotia Capital (USA) Inc.,
SMBC Nikko Securities America,Inc., SunTrust Robinson
Humphrey,Inc. and UBS Securities LLC (each a
Manager and collectively the
Managers). to the terms of the Agreement, the
Partnership may sell from time to time through the Managers, as
the Partnerships sales agents, ClassA shares representing limited
partner interests having an aggregate offering price of up to
$500,000,000 (the Shares). Sales of the Shares,
if any, will be made by means of ordinary brokers transactions on
the New York Stock Exchange at market prices, in block
transactions or as otherwise agreed by the Partnership and the
Managers.

to that certain Omnibus Agreement dated as of November15, 2016
(the Omnibus Agreement), by and among the
Partnership, PAA GP Holdings LLC, Plains AAP, L.P.
(AAP), PAA GP LLC and Plains All American
Pipeline, L.P. (PAA), the Partnership has agreed
to use the net proceeds from any public or private offering and
sale of ClassA shares, including the net proceeds of this
offering, after deducting the sales agents commissions and
offering expenses, to purchase from AAP a number of AAP ClassA
units equal to the number of ClassA shares sold in such offering
at a price equal to the net proceeds from such offering. The
Omnibus Agreement also provides that immediately following such
purchase and sale, AAP will use the net proceeds it receives from
such sale of AAP ClassA units to the Partnership to purchase from
PAA an equivalent number of common units of PAA.

PAA intends to use the net proceeds it receives from the sale of
such common units to AAP for general partnership purposes, which
may include, among other things, repayment of indebtedness,
acquisitions, capital expenditures and additions to working
capital. Amounts repaid under PAAs credit facilities or
commercial paper program may be reborrowed to fund its ongoing
expansion capital program, future acquisitions and investments or
for general partnership purposes

Under the terms of the Agreement, the Partnership may also sell
Shares from time to time to any Manager as principal for its own
account at a price to be agreed upon at the time of sale. Any
sale of Shares to a Manager as principal would be to the terms of
a separate terms agreement between the Partnership and such
Manager.

The Shares will be issued to the Partnerships existing effective
shelf registration statement on FormS-3 (Registration
No.333-214964).

The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Agreement, a copy of which is filed herewith as
Exhibit1.1 and is incorporated by reference herein. Legal
opinions relating to the Shares are filed herewith as Exhibits
5.1 and 8.1.

ITEM 9.01 Financial Statements and
Exhibits

(d) Exhibits.

About Plains GP Holdings, L.P. (NYSE:PAGP)

Plains GP Holdings, L.P. (PAGP) owns an interest in the general partner and incentive distribution rights (IDRs) of Plains All American Pipeline, L.P (PAA). The Company has no separate operating activities apart from those conducted by PAA. PAA owns and operates midstream energy infrastructure and provides logistics services for crude oil, natural gas liquids (NGL), natural gas and refined products. PAA conducts its operations through three segments: Transportation, Facilities, and Supply and Logistics. Through its three business segments, the Company is engaged in the transportation, storage, terminaling and marketing of crude oil, NGL and natural gas. The majority of its activities are focused on crude oil, which is the principal feedstock used by refineries in the production of transportation fuels.

Plains GP Holdings, L.P. (NYSE:PAGP) Recent Trading Information

Plains GP Holdings, L.P. (NYSE:PAGP) closed its last trading session up +0.26 at 35.59 with 376,843 shares trading hands.