PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
PLAINS GP HOLDINGS LP (PAGP) filed an SEC Form 8-K — Results of Operations and Financial Condition. Exhibit 99.1 PLAINS GP HOLDINGS, L.P. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On November 6, 2025, Plains GP Holdings, L.P. (“PAGP”, “we”, “us”, “our”, or the “Company”) filed a Current Report on Form 8-K, as amended on a Form 8-K/A filed on
How this was made
The 30-second read
Why it matters
The transaction is accounted for using ASC 805 acquisition method, providing a clear view of pro‑forma financials and indicating no immediate synergies or cost savings are assumed.
Market read
The filing provides the first public details of a full acquisition of a midstream pipeline asset, a material event for PAGP and the broader energy infrastructure sector.
What to watch
Potential regulatory scrutiny of pipeline ownership concentration and future commodity price volatility.
PAGP filed unaudited pro forma combined financial information for the EPIC Transactions, showing $44,464 million of pro forma combined revenue and $135 million of net income attributable to PAGP from continuing operations for the year ended December 31, 2025.
The filing presents a transaction-focused pro forma rather than a current-period earnings release. EPIC added $202 million of revenue and $96 million of operating income before transaction accounting adjustments, while pro forma interest expense and depreciation and amortization adjustments reduced net income attributable to PAGP from continuing operations to $135 million from PAGP historical $152 million.
Key metrics
as reported| Metric | Value | q/q | y/y |
|---|---|---|---|
| Pro forma combined revenueGAAP | $44,464 million | – | – |
| PAGP historical revenueGAAP | $44,262 million | – | – |
| EPIC historical revenue, as adjustedGAAP | $202 million | – | – |
| Pro forma combined purchases and related costsGAAP | $40,361 million | – | – |
| Pro forma combined field operating costsGAAP | $1,217 million | – | – |
| Pro forma combined general and administrative expensesGAAP | $367 million | – | – |
| Pro forma combined depreciation and amortizationGAAP | $1,055 million | – | – |
| Pro forma combined gain on asset sales, netGAAP | $(54) million | – | – |
| Pro forma combined total costs and expensesGAAP | $42,946 million | – | – |
| Pro forma combined operating incomeGAAP | $1,518 million | – | – |
| Pro forma combined equity earnings in unconsolidated entitiesGAAP | $382 million | – | – |
| Pro forma combined gain on investments in unconsolidated entities, netGAAP | $31 million | – | – |
| Pro forma combined interest expenseGAAP | $(634) million | – | – |
| Pro forma combined other income, netGAAP | $21 million | – | – |
| Pro forma combined income from continuing operations before taxGAAP | $1,318 million | – | – |
| Pro forma combined current income tax expense from continuing operationsGAAP | $(1) million | – | – |
| Pro forma combined deferred income tax expense from continuing operationsGAAP | $(86) million | – | – |
| Pro forma combined income from continuing operations, net of taxGAAP | $1,231 million | – | – |
| Pro forma combined net income attributable to noncontrolling interests from continuing operationsGAAP | $(1,096) million | – | – |
| Pro forma combined net income attributable to PAGP from continuing operationsGAAP | $135 million | – | – |
| PAGP historical net income attributable to PAGP from continuing operationsGAAP | $152 million | – | – |
| Pro forma basic and diluted weighted average Class A shares outstandingGAAP | 198 million | – | – |
| Pro forma basic and diluted net income per Class A share from continuing operationsGAAP | $0.68 | – | – |
| PAGP historical basic and diluted net income per Class A share from continuing operationsGAAP | $0.77 | – | – |
What drove it
- The EPIC Transactions resulted in PAA indirectly owning 100% of the equity interests in EPIC Crude Holdings and 100% of the membership interests in EPIC GP, with PAA serving as operator of record of the Cactus III Pipeline.
- EPIC historical revenue was $202 million after a $(125) million reclassification adjustment for the year ended December 31, 2025.
- EPIC historical operating income, as adjusted, was $96 million for the year ended December 31, 2025.
- The pro forma adjustments eliminated $96 million of EPIC historical depreciation and amortization.
- The pro forma adjustments included $47 million of incremental depreciation expense and $55 million of incremental amortization expense.
- The pro forma adjustments included $(94) million of interest expense.
Concerns
- The unaudited pro forma condensed combined financial information is based on preliminary estimates and assumptions that are subject to change.
- The pro forma information does not reflect anticipated synergies, integration costs, cost savings, or other potential impacts of combining the businesses.
- The filing states that actual results in periods following the Transaction may differ significantly from the pro forma information.
- Pro forma net income attributable to PAGP from continuing operations was $135 million, compared with PAGP historical $152 million, while pro forma basic and diluted net income per Class A share was $0.68 compared with PAGP historical $0.77.
What to watch
- Actual post-Transaction operating results for the Cactus III Pipeline relative to the illustrative pro forma presentation.
- The realized impact of the financing underlying the $(94) million pro forma interest expense adjustment.
- Whether anticipated synergies, integration costs, and cost savings differ from the filing's pro forma presentation, which excludes those items.
Balance sheet and cash flow
- $1,901 million of financing was assumed to have been obtained on or prior to January 1, 2025 and outstanding for the entire year ended December 31, 2025 for purposes of the pro forma interest expense adjustment.
Analysis
This Item 2.02 filing is a transaction-related pro forma presentation, not a conventional quarterly or annual earnings release. It presents the combined business as if the EPIC Transactions had occurred on January 1, 2025. The transaction gave PAA indirect ownership of 100% of EPIC Crude Holdings and EPIC GP, and PAA became operator of record of the Cactus III Pipeline.
For the year ended December 31, 2025, pro forma combined revenue was $44,464 million, comprising PAGP historical revenue of $44,262 million and EPIC historical revenue, as adjusted, of $202 million. EPIC's reported revenue includes a $(125) million reclassification adjustment related to margin from inventory exchanges, which was reclassified from revenue to purchases and related costs to conform to PAGP's accounting policy. EPIC historical operating income, as adjusted, was $96 million.
Pro forma combined operating income was $1,518 million. The transaction accounting adjustments removed $96 million of EPIC historical depreciation and amortization, then added $47 million of incremental depreciation expense and $55 million of incremental amortization expense. The financing assumption also added $(94) million of interest expense on $1,901 million of financing. Those adjustments are the central reported pressure points below operating income.
Pro forma combined net income attributable to PAGP from continuing operations was $135 million, versus PAGP historical $152 million. Pro forma basic and diluted net income per Class A share from continuing operations was $0.68, versus PAGP historical $0.77, with 198 million basic and diluted weighted average Class A shares outstanding in both presentations. Net income attributable to noncontrolling interests from continuing operations remained substantial at $(1,096) million in the pro forma combined results.
The filing provides no forward guidance, no cash flow statement, no balance sheet amounts, and no capital-return disclosures. It explicitly excludes anticipated synergies, integration costs, cost savings, and other potential combination impacts. Accordingly, the principal issue for investors is the extent to which actual post-acquisition operations, financing costs, and integration outcomes differ from this illustrative presentation.
Not in the filing
stated, not guessed- Current-quarter earnings results
- Comparative prior-year and prior-quarter figures for the reported pro forma line items
- Year-over-year and quarter-over-quarter changes
- Segment revenue and segment profitability
- Gross margin
- Non-GAAP financial measures
- Forward guidance
- Prior outlook for comparison
- Operating cash flow
- Free cash flow
- Cash balance
- Debt balance, other than $1,901 million of financing used for a pro forma interest expense assumption
- Share repurchases
- Dividends
- Named executive commentary or executive quotes
AlphAI analysis generated from the company’s SEC earnings filing (Form 8-K Item 2.02, or Form 6-K for a foreign private issuer). Every figure was cross-checked against the filing text; consensus estimates, price targets and share-price reactions are not shown because they are not in the filing. AI-generated research, not investment advice.
Background
Plains GP Holdings LP (PAGP) is a master limited partnership focused on midstream energy assets. The filing details the acquisition of EPIC Crude Holdings, which operates the Cactus III Pipeline.
Ticker impact
PAGP filed an 8‑K reporting the purchase of 55% and later the remaining 45% of EPIC Crude Holdings, giving it 100% ownership of the Cactus III Pipeline.
upward pressure on PAGP as the deal is fully accounted for and may unlock synergies.
Primary disclosure of a material business combination; market typically reacts positively to clarified ownership and operational control.
Market effects
Midstream oil & gas sector may see re‑rating of pipeline capacity and fee structures.
U.S. energy infrastructure investors could adjust exposure to Plains GP Holdings.
Limited to North American energy markets; no immediate global macro effect.
Counterpoint
Deal may over‑leverage PAGP and integration costs could outweigh synergies.
Key entities
- CompanyPlains GP Holdings LP
Issuer of the 8‑K and buyer in the EPIC Transactions.
- CompanyDiamondback Energy, Inc.
Seller of the 55% equity interest in EPIC Crude Holdings.
- CompanyKinetik Holdings Inc.
Co‑seller of the 55% equity interest.
- CompanyAres Management LLC
Seller of the remaining 45% equity interest.
