01—Abstract
Summary
Summary of the 8-K filed September 9, 2026. Cited figures are marked; the original filing is the authoritative source.
Plains All American Pipeline, L.P.
(PAA) filed this Form 8-K on September 9, 2026 to provide unaudited pro forma condensed combined financial information for the year ended December 31, 2025, reflecting its acquisition of EPIC Crude Holdings, LP, the entity that owns and operates the Cactus III Pipeline (formerly the EPIC Crude Oil Pipeline). The EPIC 55%a interest was purchased on October 1, 2025 (completed October 31, 2025 per the exhibit notes), and the remaining 45% interest was purchased effective November 1, 2025 from a subsidiary of Ares Management LLC. The two transactions are presented as a single business combination, as if they had occurred on January 1, 2025.
As a result, PAA now indirectly owns 100% of EPIC Crude Holdings and its general partner and serves as operator of record of the Cactus III Pipeline. On a pro forma basis, PAA's 2025 revenues would have been $44,464 millionb compared with $44,262 million historically, a difference of $202 million reflecting EPIC's contribution. Pro forma operating income is $1,524 million versus $1,434 million historically, and pro forma net income attributable to PAA from continuing operations is $975 million versus $1,052 million historically.
The decline in net income is driven mainly by roughly $94 millionc of incremental interest expense on $1,901 million of acquisition financing (assumed at one-month SOFR plus 1.125%) and about $102 million of incremental depreciation and amortization from the acquired assets. Pro forma net income per common unit from continuing operations is $1.01, compared with $1.12 historically.
The filing notes that the pro forma figures exclude anticipated synergies, integration costs and cost savings, and are illustrative only; they are not indicative of future results. Because the transaction is fully reflected in PAA's audited December 31, 2025 balance sheet in its Form 10-K, no pro forma balance sheet is included.
02—Key points
Key Highlights
- Acquired 100% of EPIC Crude Holdings, LP (owner and operator of the Cactus III Pipeline) in two steps: 55% completed October 31, 2025 (effective October 1) and the remaining 45% effective November 1, 2025 from an Ares Management subsidiary.
- Pro forma 2025 revenues of $44,464 million versus $44,262 million historically, an increase of $202 million attributable to EPIC.
- Pro forma 2025 operating income of $1,524 million versus $1,434 million historically.
- Pro forma 2025 net income attributable to PAA from continuing operations of $975 million, versus $1,052 million historically.
- Pro forma net income per common unit from continuing operations of $1.01, versus $1.12 historically, on 704 million weighted average common units.
- Acquisition financing of $1,901 million carries roughly $94 million of pro forma incremental interest expense; incremental depreciation and amortization totals $102 million ($47 million depreciation and $55 million intangible amortization) plus removal of EPIC's historical $96 million D&A.
- The filing states the pro forma figures exclude synergies and integration costs and are not necessarily indicative of future results.
03—Questions
Frequently Asked Questions
What assets did PAA acquire?
PAA acquired all equity interests in EPIC Crude Holdings, LP, which owns and operates the Cactus III Pipeline (formerly the EPIC Crude Oil Pipeline), and all membership interests in its general partner, EPIC Crude Holdings GP, LLC. PAA now serves as operator of record of the pipeline.
Who were the sellers?
The 55% interest was purchased from subsidiaries of Diamondback Energy, Inc. and Kinetik Holdings Inc. under a Purchase and Sale Agreement dated August 30, 2025. The remaining 45% was purchased from a subsidiary of Ares Management LLC under an Equity Purchase Agreement.
How would the acquisition have affected PAA's 2025 results?
On a pro forma basis, as if the transactions occurred January 1, 2025, revenues would have increased by $202 million and operating income by $90 million, to $1,524 million. Net income attributable to PAA from continuing operations would have decreased by $77 million, to $975 million, mainly due to higher interest and depreciation/amortization expense.
How was the acquisition financed and what does it cost?
The filing references $1,901 million of financing, with interest assumed at one-month SOFR plus 1.125%, which generates about $94 million of pro forma annual interest expense. The filing does not describe the financing sources in detail.
Does the pro forma information reflect expected benefits?
No. The pro forma statements exclude anticipated synergies, integration costs and cost savings, and are presented for illustrative purposes only based on preliminary estimates and assumptions that may change.
04—Continue