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 November22, 2016, the registrants consolidated subsidiaries,
Plains All American Pipeline, L.P. (PAA) and PAA Finance Corp.
(together with PAA, the Issuers), completed the public offering
of $750.0 million aggregate principal amount of the Issuers
4.500% Senior Notes due 2026 (the Notes).

The terms of the Notes are governed by the indenture (the Base
Indenture, and as amended and supplemented by the Supplemental
Indenture (defined below), the Indenture) dated as of
September25, 2002 by and among the Issuers and U.S. Bank National
Association, as trustee (the Trustee), as supplemented by the
Thirtieth Supplemental Indenture dated as of November22, 2016 by
and among the Issuers and the Trustee (the Supplemental
Indenture).

The Notes will mature on December15, 2026. Interest is payable on
the Notes on each June15 and December15, commencing on June15,
2017. The Issuers may redeem some or all of the Notes at any time
and from time to time prior to maturity at the redemption prices
specified in the Indenture.

The Notes are PAAs senior unsecured obligations, will rank
equally in right of payment with all of PAAs existing and future
senior debt, and will rank senior in right of payment to all of
PAAs future subordinated debt. The Notes will be effectively
subordinated to all of PAAs existing and future secured debt to
the extent of the value of the collateral securing such
indebtedness.

In certain circumstances, the Indenture restricts PAAs ability
and the ability of certain of its subsidiaries to: (i)enter into
sale and leaseback transactions; (ii)incur liens; (iii)merge or
consolidate with another company; and (iv)transfer and sell
assets. These covenants are subject to a number of important
exceptions and qualifications.

The Indenture contains customary events of default with respect
to the Notes, including:

default in any payment of interest on any Note of that series
when due, continued for 60 days;

default in the payment of principal of or premium, if any, on any
Note of that series when due;

failure by PAA to comply with its obligations under the
Indenture, in certain cases subject to notice and grace periods;

payment defaults and accelerations with respect to other
indebtedness of PAA and its Subsidiaries (as defined in the
Indenture) in the aggregate principal amount of $25.0 million or
more;

certain events of bankruptcy, insolvency or reorganization of PAA
or, if and so long as the Notes of that series are guaranteed by
a subsidiary guarantor, by such subsidiary guarantor;

if and so long as the Notes of that series are guaranteed by a
subsidiary guarantor:

the guarantee by such subsidiary guarantor ceases to be in full
force and effect, except as otherwise provided in the Indenture;

the guarantee by such subsidiary guarantor is declared null and
void in a judicial proceeding; or

such subsidiary guarantor denies or disaffirms its obligations
under the Indenture or its guarantee.

If an event of default under the Indenture occurs and is
continuing, the Trustee or the holders of at least 25% in
principal amount of the outstanding Notes may declare the
principal of, premium, if any, and accrued and unpaid interest,
if any, on the Notes to be due and payable, or, in the case of
certain events of default relating to bankruptcy, insolvency or
reorganization, those amounts will automatically become
immediately due and payable.

Other material terms of the Notes, the Base Indenture and the
Supplemental Indenture are described in the prospectus
supplement, dated November15, 2016, as filed by PAA with the
Commission on November16, 2016. The foregoing descriptions of the
Indenture and the Notes are qualified in their entirety by
reference to such Indenture (including the form of Notes attached
thereto). A copy of the Supplemental Indenture is filed as
Exhibit4.1 to PAAs Current Report on Form8-K filed as of the date
hereof as and is incorporated herein by reference.

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 -0.71 at 32.50 with 1,171,266 shares trading hands.