What assets did PAA acquire and what is its ownership now?

PAA's wholly-owned subsidiary bought an aggregate 55% non-operated equity interest in EPIC Crude Holdings, LP on October 31, 2025, and the remaining 45% from a subsidiary of Ares Management LLC effective November 1, 2025. PAA now indirectly owns 100% of EPIC Crude Holdings and of EPIC GP, and will be operator of record of the EPIC Pipeline, which runs nearly 900 miles from near Orla, Texas to the Corpus Christi, Texas area.

How much is PAA paying, and how is it structured?

Total consideration is $2,016 million, made up of $1,901 million in cash and $115 million of estimated fair value for earnouts. The filing also notes closing cash and working capital of approximately $106 million. Earnout payments could total up to $193 million for the 55% transaction and up to $157 million for the 45% transaction, depending on sanctioned pipeline expansions.

How did EPIC perform financially?

EPIC's audited 2024 results show total operating revenues of $382,958 thousand, operating income of $92,154 thousand and a net loss of $47,398 thousand, with interest expense of $139,081 thousand. For the nine months ended September 30, 2025, EPIC reported total operating revenues of $294,950 thousand and net income of $20,598 thousand, compared with a net loss of $29,889 thousand in the same period of 2024.

What legal matter could affect EPIC?

EPIC Crude Pipeline, LP faces the Mercado lawsuit in Duval County, Texas, filed in August 2020 over the construction of two pipelines across the plaintiffs' property. At trial in January 2025, the jury found in favor of the Mercados on all claims, and they filed a motion for judgment of $28.5 million. EPIC plans to challenge the verdict through post-trial motions and appeals, and has recorded a legal reserve of $0.2 million, primarily for uninsurable right-of-way damages.

How would the acquisition change PAA's reported results?

The unaudited pro forma information shows PAA's combined total revenues for the year ended December 31, 2024 at $49,124 million, compared with $48,889 million as adjusted historically, and net income attributable to PAA from continuing operations of $347 million, compared with $541 million. For the nine months ended September 30, 2025, pro forma net income attributable to PAA from continuing operations is $759 million, compared with $812 million historically. The filing states these figures do not reflect anticipated synergies or integration costs.

PAA/PAAPU 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K/A filed January 16, 2026. Cited figures are marked; the original filing is the authoritative source.

Plains All American Pipeline, L.P.

(PAA) filed this Form 8-K/A to supplement its November 6, 2025 Current Report on the EPIC Crude Oil Pipeline acquisition. The filing adds the audited 2024 and 2023 financial statements of EPIC Crude Holdings, LP, unaudited financial statements for the nine months ended September 30, 2025, and unaudited pro forma condensed combined financial information for PAA. PAA completed the purchase of a 55%^a non-operated equity interest on October 31, 2025, and the remaining 45% effective November 1, 2025, so it now indirectly owns 100% of EPIC Crude Holdings and its general partner and will serve as operator of record of the roughly 900-mile pipeline.

The filing puts the transaction at total consideration of $2,016 million^b, consisting of $1,901 million of cash and $115 million of estimated fair value for contingent earnout payments. The 55% interest was acquired for approximately $1,568 million, including about $600 million of assumed debt, and the 45% interest for approximately $1,327 million, including about $500 million of assumed debt. Earnout arrangements could add up to $193 million tied to pipeline expansions sanctioned by the end of 2027 and up to $157 million tied to further expansions sanctioned by the end of 2028.

The preliminary purchase price allocation assigns $2,716 million^c to property and equipment and $278 million to intangible assets, with the acquired EPIC debt recorded at $1,103 million. EPIC's standalone results were modest in the periods presented. Its 2024 net loss was $47.4 million on total operating revenues of $383.0 million, while its nine-month 2025 net income was $20.6 million compared with a net loss of $29.9 million in the prior-year period.

The filing also discloses a $28.5 million^d motion for judgment in the Mercado lawsuit, which EPIC plans to challenge through post-trial motions and appeal, and EPIC carries a $0.2 million legal reserve for that matter. On a pro forma basis, PAA's 2024 net income attributable to PAA from continuing operations is shown at $347 million, compared with $541 million on the as-adjusted historical basis, reflecting the added depreciation, amortization and interest expense from the acquisition.

02—Key points

Key Highlights

PAA now indirectly owns 100% of EPIC Crude Holdings, LP and its general partner, and will serve as operator of record of the EPIC Crude Oil Pipeline.
Total acquisition consideration is $2,016 million, including $1,901 million of cash and $115 million of estimated fair value for contingent earnout payments.
The 55% interest was purchased for approximately $1,568 million including about $600 million of assumed debt; the remaining 45% for approximately $1,327 million including about $500 million of assumed debt.
Potential earnouts total up to $193 million (expansions sanctioned by end of 2027, reaching at least 900,000 barrels per day) and up to $157 million (incremental expansion capacity sanctioned by end of 2028).
Preliminary purchase price allocation includes $2,716 million of property and equipment (47-year average depreciable life) and $278 million of intangible assets (10-year life).
EPIC reported a 2024 net loss of $47.4 million on $383.0 million of total operating revenues, and net income of $20.6 million for the nine months ended September 30, 2025.
Pro forma 2024 net income attributable to PAA from continuing operations is $347 million versus $541 million as adjusted historically, after acquisition-related depreciation, amortization and $121 million of pro forma interest expense.

03—Questions

Frequently Asked Questions

What assets did PAA acquire and what is its ownership now?
PAA's wholly-owned subsidiary bought an aggregate 55% non-operated equity interest in EPIC Crude Holdings, LP on October 31, 2025, and the remaining 45% from a subsidiary of Ares Management LLC effective November 1, 2025. PAA now indirectly owns 100% of EPIC Crude Holdings and of EPIC GP, and will be operator of record of the EPIC Pipeline, which runs nearly 900 miles from near Orla, Texas to the Corpus Christi, Texas area.
How much is PAA paying, and how is it structured?
Total consideration is $2,016 million, made up of $1,901 million in cash and $115 million of estimated fair value for earnouts. The filing also notes closing cash and working capital of approximately $106 million. Earnout payments could total up to $193 million for the 55% transaction and up to $157 million for the 45% transaction, depending on sanctioned pipeline expansions.
How did EPIC perform financially?
EPIC's audited 2024 results show total operating revenues of $382,958 thousand, operating income of $92,154 thousand and a net loss of $47,398 thousand, with interest expense of $139,081 thousand. For the nine months ended September 30, 2025, EPIC reported total operating revenues of $294,950 thousand and net income of $20,598 thousand, compared with a net loss of $29,889 thousand in the same period of 2024.
What legal matter could affect EPIC?
EPIC Crude Pipeline, LP faces the Mercado lawsuit in Duval County, Texas, filed in August 2020 over the construction of two pipelines across the plaintiffs' property. At trial in January 2025, the jury found in favor of the Mercados on all claims, and they filed a motion for judgment of $28.5 million. EPIC plans to challenge the verdict through post-trial motions and appeals, and has recorded a legal reserve of $0.2 million, primarily for uninsurable right-of-way damages.
How would the acquisition change PAA's reported results?
The unaudited pro forma information shows PAA's combined total revenues for the year ended December 31, 2024 at $49,124 million, compared with $48,889 million as adjusted historically, and net income attributable to PAA from continuing operations of $347 million, compared with $541 million. For the nine months ended September 30, 2025, pro forma net income attributable to PAA from continuing operations is $759 million, compared with $812 million historically. The filing states these figures do not reflect anticipated synergies or integration costs.

04—Continue

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