UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) — October 5, 2021

Plains GP Holdings, L.P.

(Exact name of registrant as specified in its charter)

333 Clay Street, Suite 1600, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

713-646-4100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On October 5, 2021, pursuant to the terms of an Agreement and Plan of Merger dated as of July 12, 2021 (the “Merger Agreement”) between subsidiaries of Plains All American Pipeline, L.P. (“PAA”), a wholly-owned subsidiary of Plains GP Holdings, L.P. (“PAGP” or the “Registrant”), and Oryx Midstream Holdings LLC (together with certain affiliates, “Oryx”), a portfolio company of Stonepeak Infrastructure Partners (“Stonepeak”)¹, PAA and Oryx completed the merger, in a cashless transaction, of their respective Permian Basin assets, operations and commercial activities into a newly formed strategic joint venture, Plains Oryx Permian Basin LLC (the “Joint Venture”). The Joint Venture is owned 65% by PAA and 35% by Oryx; PAA will serve as operator of the Joint Venture.

The Joint Venture includes all of Oryx’s Permian Basin assets and, with the exception of PAA’s long-haul pipeline systems and certain of its intra-basin terminal assets, the vast majority of PAA’s assets located within the Permian Basin. Specifically, the Oryx assets comprising a part of the Joint Venture include approximately 1,600 miles of pipeline and related operational storage capacity, in addition to long-term acreage dedication and marketing agreements covering approximately 1.3 million acres. The PAA assets comprising a part of the Joint Venture include approximately 3,900 miles of pipeline and related operational storage capacity, long-term acreage dedication and marketing agreements covering approximately 2.8 million acres, and supply and facilities dedications. On a combined basis, the Joint Venture assets will include approximately 5,500 miles of pipeline representing approximately 6.8 million barrels per day of pipeline system multi-segment capacity, approximately 4.1 million dedicated system acres, including supply and facilities dedications, and direct downstream connections to all major intra-basin and downstream markets.

In connection with formation of the Joint Venture, PAA and Oryx executed an LLC agreement, the key terms of which are as follows:

Upon termination of the MSA, quarterly distributions of available cash will be paid 65% to PAA and 35% to Oryx.

The foregoing description of the Merger Agreement and LLC Agreement is qualified in its entirety by reference to such Merger Agreement and Exhibit C-1 thereto, copies of which are incorporated herein by reference to Exhibit 2.1 to PAGP’s Current Report on Form 8-K filed on July 13, 2021.

¹ Affiliates of Stonepeak own approximately 8.9% of PAA’s outstanding Series A Preferred Units, which equates to less than 1% of PAA’s outstanding common units and common unit equivalents combined.

In accordance with General Instruction B.2 of Form 8-K, the information presented herein under Item 7.01 shall not be deemed “filed” for the purpose of Section 18 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 October 5, 2021, PAA and PAGP issued a press release announcing closing of the transaction described under Item 2.01 above. A copy of the press release is furnished as Exhibit 99.1 hereto.

Financial statements of the acquired business are not included in this Form 8-K report. Such financial statements will be filed within 71 calendar days after the date of filing of this Form 8-K report.

Pro forma financial information relative to the acquired business is not included in this Form 8-K report. Such pro forma financial information will be filed within 71 calendar days after the date of filing of this Form 8-K report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.