View:
United States securities and exchange commission logo
July 25, 2022
Willie Chiang
Chairman and Chief Executive Officer
Plains GP Holding, L.P.
333 Clay Street
Suite 1600
Houston, TX 77002
Re: Plains GP Holdings,
L.P.
Form 10-K for
Fiscal Year Ended December 31, 2021
Response dated July
6, 2022
File No. 001-36132
Dear Mr. Chiang:
We have reviewed your July 6, 2022 response to our comment letter
and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
June 8, 2022 letter.
Response dated July 6, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
73
1. We note your response
to prior comment 2 and reissue it in part. Please tell us about and
quantify future capital
expenditures for climate-related projects, including amounts you
have budgeted or expect
to incur.
2. Your response to prior
comment 3 stating that, to date, "you believe variations in the
volumes in overall
hydrocarbon products [you] handle have been primarily driven by
underlying supply and
demand factors and the level of drilling activity in the areas where
[you] operate, rather
than as a result of direct or indirect consequences of climate-related
Willie Chiang
Plains GP Holding, L.P.
July 25, 2022
Page 2
regulation or business trends" appears inconsistent with your
disclosure on page 67 of
your Form 10-K that your and your customers operations are subject
to a "number of
risks arising out of the threat of climate change, energy conservation
measures, or
initiatives that stimulate demand for alternative forms of energy that
could result in ... a
reduced demand for the crude oil and natural gas" and that "[t]he
potential impact of
changing demand for crude oil and natural gas services and products
may have a material
adverse effect on PAA s business, financial condition, results of
operations and cash
flows." As requested in our prior comment, please revise to provide
expanded disclosure
discussing increased competition to develop innovative new services
that result in lower
emissions as an indirect consequence of climate-related regulation or
business trend.
3. We note your response to our prior comment 4 and reissue it in part.
Please tell us about
and quantify weather-related damages to your property or operations
and weather-related
impacts to the cost of insurance coverage after December 31, 2021.
In addition, we note your response states that you are not aware of
any material indirect
weather-related impacts on major customers or suppliers for the
periods covered in your
Form 10-K. However, you disclose on page 55 of your Form 10-K that the
location of
some of your customers' assets in the U.S. Gulf Coast region makes
them particularly
vulnerable to hurricane or tropical storm risk. Please provide
expanded disclosure that
more thoroughly addresses the potential for indirect weather-related
impacts that have
affected or may affect your customers or suppliers.
4. We note your response to prior comment 6 and reissue it in part.
Please quantify amounts
you expect to incur for the purchase or sale of carbon credits or
offsets for any future
periods.
Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or
Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
FirstName LastNameWillie Chiang Sincerely,
Comapany NamePlains GP Holding, L.P.
Division of
Corporation Finance
July 25, 2022 Page 2 Office of Energy
& Transportation
FirstName LastName