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

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

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ITEM 1.01 Entry into a Material Definitive Agreement

ClassA Securities Purchase Agreement and ClassB
Securities Purchase Agreement

On January19, 2017, Plains Pipeline, L.P. (Purchaser), a
Texas limited partnership and a wholly owned subsidiary of Plains
All American Pipeline, L.P. (PAA) and Plains
GP Holdings, L.P. (the Registrant),
entered into (1)a definitive securities purchase agreement (the
ClassA
Agreement
) with COG Operating LLC
(ClassA
Seller
), a wholly owned subsidiary of Concho
ResourcesInc (Concho), to which
Purchaser will acquire all of the outstanding ClassA Units of
Alpha Holding Company, LLC (the Company), the
indirect owner of the Alpha Crude Connector gathering system
located in the Northern Delaware basin, as described in further
detail below, and (2)a definitive securities purchase agreement
(the ClassB
Agreement
and, together with the ClassA Agreement,
the Agreements) with
Frontier Midstream Solutions, LLC (ClassB Seller),
to which Purchaser will acquire all of the outstanding ClassB
Units of the Company (collectively, the Acquisition).
Upon the closing of the Acquisition, Purchaser will own all of
the issued and outstanding equity in the Company. The total
consideration for the Acquisition is approximately $1.215 billion
in cash (the Purchase Price),
subject to adjustment based on working capital amounts as of
January1, 2017, and other routine adjustments as provided in more
detail in the ClassA Agreement. A cash deposit of $40 million was
paid to the ClassA Seller upon signing of the ClassA Agreement,
and the balance of the Purchase Price, as allocated between the
ClassA Seller and the ClassB Seller, is payable in cash upon
closing. Subject to clearance under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and other customary closing
conditions, the Acquisition is expected to close in the first
half of 2017. The transactions contemplated by the ClassA
Agreement and the ClassB Agreement are expected to close
contemporaneously. The Agreements include representations,
warranties, covenants, indemnities, remedies, termination and
other customary provisions for a transaction of this nature.

The Company indirectly owns the FERC regulated crude oil
gathering system known as Alpha Crude Connector (the
System) located
in Eddy and Lea Counties, New Mexico and Culberson, Loving and
Winkler Counties, Texas. The System is comprised of 515 miles of
gathering and transmission lines and five market interconnects,
including PAAs Basin Pipeline system at Wink. Following closing,
PAA intends to make three additional interconnects to PAAs
existing Northern Delaware Basin system as well as additional
enhancements intended to increase the System capacity to
approximately 350,000 barrels per day, depending on the level of
volume at each delivery point. The System is supported by acreage
dedications covering approximately 315,000 gross acres, the
majority of which have 10-year terms, and commitments include a
significant acreage dedication from Concho, one of the largest
Permian Basin producers. In addition, a large area of mutual
interest agreement with Concho spans the area immediately around
the gathering system.

ITEM 7.01 Regulation FD
Disclosure

In accordance with General Instruction B.2 of Form8-K, the
information presented under this Item 7.01 shall not be deemed
filed for the purpose of Section18 of the Securities Exchange Act
of 1934, as amended, 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 or
the Securities Exchange Act of 1934, each as amended.

On January24, 2017, PAA issued a press release announcing the
Acquisition. A copy of the press release is furnished as
Exhibit99.1 hereto.

ITEM 9.01Financial Statements and
Exhibits

(d)Exhibits.

Exhibit Number

Description

99.1

Press Release dated January24, 2017.


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 down -0.83 at 33.27 with 957,542 shares trading hands.

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