What assets did Plains All American acquire in this transaction?

PAA acquired 100% of the equity interests in EPIC Crude Holdings, LP, which owns and operates the EPIC Crude Oil Pipeline, and 100% of the membership interests in EPIC Crude Holdings GP, LLC, its general partner. The acquisition was completed in two steps: a 55% interest on October 31, 2025 and the remaining 45% effective November 1, 2025.

What is the total purchase price and how much of it is debt?

The 55% interest was acquired for approximately $1.57 billion, inclusive of approximately $600 million of EPIC Term Loan debt. The remaining 45% was acquired for approximately $1.33 billion, inclusive of approximately $500 million of EPIC Term Loan debt. Both purchase prices are subject to certain post-closing adjustments.

Does PAA guarantee the EPIC debt?

No. The filing states that PAA does not guarantee the obligations under the EPIC Credit Agreement. Those obligations are guaranteed by, and secured by substantially all assets of, EPIC Crude Holdings, the Borrower and their subsidiaries. PAA has agreed to guarantee certain obligations of its Buyer subsidiary under the purchase agreements.

What future payments could PAA make beyond the closing prices?

PAA's Buyer has agreed to potential earnout payments of approximately $193 million if an expansion of the pipeline to at least 900,000 barrels per day is formally sanctioned before the end of 2027, and up to approximately $157 million depending on the timing and amount of incremental expansion capacity up to 300,000 barrels per day above 650,000 barrels per day sanctioned before the end of 2028.

What are the key terms of the EPIC Credit Agreement?

The agreement provides a $1.2 billion term loan maturing October 15, 2031 and a $125.0 million revolving credit facility maturing in 2029, subject to extensions. Borrowings accrue interest at the Alternate Base Rate or Term SOFR plus an applicable margin, with commitment fees on the unfunded revolver of 0.375% to 0.50%. Financial covenants require a Debt Service Coverage Ratio of at least 1.10 to 1.00 and a Consolidated Superpriority Leverage Ratio of no more than 1.00 to 1.00, tested quarterly.

PAA 8-K: Acquisitions & Dispositions

01—Abstract

Summary

Summary of the 8-K filed November 6, 2025. Cited figures are marked; the original filing is the authoritative source.

On October 31, 2025, a wholly-owned subsidiary of Plains All American Pipeline, L.P.

(PAA) completed the purchase of an aggregate 55% non-operated equity interest in EPIC Crude Holdings, LP, owner and operator of the EPIC Crude Oil Pipeline, along with 55% of the membership interests in EPIC Crude Holdings GP, LLC, for a purchase price of approximately $1.57 billion^a, inclusive of approximately $600 million of debt under the EPIC Term Loan. The purchase price is subject to post-closing adjustments, and an earnout of approximately $193 million is payable if an expansion of the pipeline to at least 900,000 barrels per day is formally sanctioned before the end of 2027. Effective November 1, 2025, in a separate transaction, the subsidiary bought the remaining 45% equity interest in EPIC Crude Holdings and the remaining 45% of the membership interests in EPIC GP from a subsidiary of Ares Management LLC for approximately $1.33 billion, inclusive of approximately $500 million of EPIC Term Loan debt.

An earnout of up to approximately $157 million^b is tied to incremental expansion capacity of up to 300,000 barrels per day above 650,000 barrels per day sanctioned before the end of 2028. As a result, PAA now indirectly owns 100% of EPIC Crude Holdings and EPIC GP and will serve as operator of record of the pipeline. The filing also describes the EPIC Credit Agreement, which provides a $1.2 billion term loan and a $125.0 million revolving credit facility.

As of November 1, 2025, approximately $1.1 billion^c was outstanding under the term loan and nothing under the revolver. PAA does not guarantee this debt, which is secured by substantially all assets of the EPIC entities.

The agreement includes a Debt Service Coverage Ratio covenant of at least 1.10 to 1.00 and a Consolidated Superpriority Leverage Ratio covenant of no more than 1.00 to 1.00, tested quarterly. PAA has guaranteed certain of the Buyer's obligations under both purchase agreements.

02—Key points

Key Highlights

PAA completed the purchase of a 55% non-operated interest in EPIC Crude Holdings and 55% of EPIC GP on October 31, 2025 for approximately $1.57 billion, including about $600 million of EPIC Term Loan debt.
Effective November 1, 2025, PAA bought the remaining 45% equity interest in EPIC Crude Holdings and EPIC GP from an Ares Management subsidiary for approximately $1.33 billion, including about $500 million of EPIC Term Loan debt.
PAA now indirectly owns 100% of EPIC Crude Holdings and EPIC GP and will serve as operator of record of the EPIC Pipeline.
The EPIC Pipeline provides long-haul crude oil takeaway from the Permian and Eagle Ford basins to the Gulf Coast market at Corpus Christi.
EPIC's assets include approximately 800 miles of long-haul pipelines, capacity of over 600,000 barrels per day, approximately 7 million barrels of operational storage, and over 200,000 barrels per day of export capacity.
Potential earnouts total approximately $193 million (expansion to at least 900,000 barrels per day sanctioned by end of 2027) and up to approximately $157 million (incremental expansion up to 300,000 barrels per day above 650,000 barrels per day sanctioned by end of 2028).
As of November 1, 2025, approximately $1.1 billion was outstanding under the EPIC Term Loan, with no borrowings under the $125.0 million EPIC Revolver; PAA does not guarantee this debt.

03—Questions

Frequently Asked Questions

What assets did Plains All American acquire in this transaction?
PAA acquired 100% of the equity interests in EPIC Crude Holdings, LP, which owns and operates the EPIC Crude Oil Pipeline, and 100% of the membership interests in EPIC Crude Holdings GP, LLC, its general partner. The acquisition was completed in two steps: a 55% interest on October 31, 2025 and the remaining 45% effective November 1, 2025.
What is the total purchase price and how much of it is debt?
The 55% interest was acquired for approximately $1.57 billion, inclusive of approximately $600 million of EPIC Term Loan debt. The remaining 45% was acquired for approximately $1.33 billion, inclusive of approximately $500 million of EPIC Term Loan debt. Both purchase prices are subject to certain post-closing adjustments.
Does PAA guarantee the EPIC debt?
No. The filing states that PAA does not guarantee the obligations under the EPIC Credit Agreement. Those obligations are guaranteed by, and secured by substantially all assets of, EPIC Crude Holdings, the Borrower and their subsidiaries. PAA has agreed to guarantee certain obligations of its Buyer subsidiary under the purchase agreements.
What future payments could PAA make beyond the closing prices?
PAA's Buyer has agreed to potential earnout payments of approximately $193 million if an expansion of the pipeline to at least 900,000 barrels per day is formally sanctioned before the end of 2027, and up to approximately $157 million depending on the timing and amount of incremental expansion capacity up to 300,000 barrels per day above 650,000 barrels per day sanctioned before the end of 2028.
What are the key terms of the EPIC Credit Agreement?
The agreement provides a $1.2 billion term loan maturing October 15, 2031 and a $125.0 million revolving credit facility maturing in 2029, subject to extensions. Borrowings accrue interest at the Alternate Base Rate or Term SOFR plus an applicable margin, with commitment fees on the unfunded revolver of 0.375% to 0.50%. Financial covenants require a Debt Service Coverage Ratio of at least 1.10 to 1.00 and a Consolidated Superpriority Leverage Ratio of no more than 1.00 to 1.00, tested quarterly.

04—Continue

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