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

On February23, 2017, Plains GP Holdings, L.P. (the Partnership)
entered into an underwriting agreement (the Underwriting
Agreement) with Citigroup Global Markets Inc., as representative
of the several underwriters named in Schedule I thereto (the
Underwriters), relating to the issuance and sale by the
Partnership, and purchase by the Underwriters, of 42,000,000
ClassA shares representing limited partner interests in the
Partnership (the ClassA Shares). The Partnership also granted the
Underwriters a 30-day option to purchase up to 6,300,000
additional ClassA Shares (the Over-Allotment Option). On
February24, 2017, the Underwriters exercised in full their
Over-Allotment Option.

The offering of the ClassA Shares closed on March1, 2017. The
Partnership received approximately $1.474 billion in net proceeds
from the sale of the ClassA Shares.

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 is expected to use the net proceeds it receives from the sale
of such common units to AAP to repay outstanding borrowings under
its senior unsecured revolving credit facility and for general
partnership purposes, including acquisitions, joint venture
investments and other expansion capital expenditures. Amounts
repaid under PAAs senior unsecured revolving credit facility may
be reborrowed to fund its ongoing expansion capital program,
future acquisitions and investments or for general partnership

The Shares are being offered and sold under the Partnerships
shelf registration statement on FormS-3 (Registration
No.333-216194) filed with the Securities and Exchange Commission
on February23, 2017 (the Registration Statement), and are
described in a Prospectus Supplement dated February23, 2017 to
the Prospectus dated February23, 2017, which is included in the
Registration Statement.

The foregoing descriptions of the Underwriting Agreement and the
Omnibus Agreement do not purport to be complete and are qualified
in their entirety by reference to the full text of such
agreements. A copy of the Omnibus Agreement is filed as
Exhibit10.1 to the Partnerships Current Report on Form8-K dated
as of November21, 2016 and is incorporated by reference herein. A
copy of the Underwriting Agreement is filed herewith as
Exhibit1.1 and is also 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

(d) Exhibits.

Exhibit Number



Underwriting Agreement, dated February23, 2017, by and
between Plains GP Holdings, L.P. and Citigroup Global
Markets Inc., as representative of the several underwriters
named in Schedule I thereto.


Opinion of Vinson Elkins L.L.P. regarding legality of the


Opinion of Vinson Elkins L.L.P. regarding tax matters.

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 +0.46 at 33.33 with 3,126,756 shares trading hands.

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