UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) –
Plains GP Holdings, L.P.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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. ¨
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On November 30, 2020, Plains GP Holdings, L.P. (“PAGP”), acting pursuant to authorization from the Board of Directors of PAA GP Holdings LLC, determined to voluntarily withdraw the principal listing of PAGP’s Class A Shares (the “Class A Shares”) from the New York Stock Exchange (the “NYSE”) and transfer the listing to The Nasdaq Global Select Market (“Nasdaq”). PAGP expects that listing and trading of the Class A Shares on the NYSE will end at market close on December 11, 2020, and that trading will begin on Nasdaq at market open on December 14, 2020.
The Class A Shares have been approved for listing on Nasdaq, where they will continue to be traded under the ticker symbol “PAGP”.
| Item 7.01 | Regulation FD Disclosure. |
In accordance with General Instruction B.2 of Form 8-K, the information presented under this 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 December 1, 2020, the Registrant issued a press release announcing the transfer of its stock exchange listing to Nasdaq. A copy of the press release is furnished as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit 99.1 — Press Release dated December 1, 2020.
Exhibit 104 — Cover Page Interactive Data File (embedded within Inline XBRL document contained in Exhibit 101)
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.
| PLAINS GP HOLDINGS, L.P. | |||
| Date: December 1, 2020 | By: | PAA GP Holdings LLC, its general partner | |
| By: | /s/ Richard McGee | ||
| Name: | Richard McGee | ||
| Title: | Executive Vice President | ||
Exhibit 99.1
Plains All American Pipeline and Plains GP Holdings Announce
Transfer of Stock Exchange Listings to Nasdaq
Ticker symbols to remain “PAA” and “PAGP”
HOUSTON — December 1, 2020 — Plains All American Pipeline, L.P. (NYSE: PAA) and Plains GP Holdings (NYSE: PAGP) (“Plains”) today announced plans to voluntarily transfer the stock exchange listings of their common equity securities from the New York Stock Exchange to The Nasdaq Global Select Market effective December 11, 2020 after market close. PAA common units and PAGP Class A shares will begin trading as Nasdaq-listed securities on December 14, 2020 under their existing ticker symbols.
“The transfer from NYSE to Nasdaq aligns with Plains’ ongoing commitment to reduce costs,” said Willie Chiang, Plains’ Chairman and CEO. “We thank the NYSE for their valued partnership with Plains for more than 20 years, and we look forward to our new relationship with Nasdaq.”
PAA is a publicly traded master limited partnership that owns and operates midstream energy infrastructure and provides logistics services for crude oil, natural gas liquids (“NGL”) and natural gas. PAA owns an extensive network of pipeline transportation, terminalling, storage and gathering assets in key crude oil and NGL producing basins and transportation corridors and at major market hubs in the United States and Canada. On average, PAA handles more than 6 million barrels per day of crude oil and NGL in its Transportation segment. PAA is headquartered in Houston, Texas. More information is available at www.plainsallamerican.com.
PAGP is a publicly traded entity that owns an indirect, non-economic controlling general partner interest in PAA and an indirect limited partner interest in PAA, one of the largest energy infrastructure and logistics companies in North America. PAGP is headquartered in Houston, Texas. More information is available at www.plainsallamerican.com.
Contact:
| Roy Lamoreaux |
| Vice President, Investor Relations, Communications and Government Relations |
| (866) 809-1291 |
Brett Magill
Director, Investor Relations
(866) 809-1291