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Delaware
(State or other jurisdiction of
incorporation or organization) |
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90-1005472
(I.R.S. Employer
Identification No.) |
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| Large accelerated filer ☒ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
| | | | | | | | | | Emerging growth company ☐ | |
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SEC registration fee
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| | | $ | * | | |
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Legal fees and expenses
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| | | | ** | | |
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Accounting fees and expenses
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| | | | ** | | |
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Printing expenses
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| | | | ** | | |
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Miscellaneous
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| | | | ** | | |
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Total
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| | | $ | ** | | |
Exhibit
Number |
| | | | |
Description
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| | 1.1** | | | | — | | | Form of Underwriting Agreement. | |
| | 3.1 | | | | — | | | | |
| | 3.2 | | | | — | | | | |
| | 3.3 | | | | — | | | | |
| | 3.4 | | | | — | | | | |
| | 3.5 | | | | — | | | | |
| | 3.6 | | | | — | | | | |
| | 3.7 | | | | — | | | | |
| | 3.8 | | | | — | | | | |
| | 3.9 | | | | — | | | | |
| | 3,10 | | | | — | | | | |
| | 3.11 | | | | — | | | | |
| | 5.1* | | | | — | | | | |
| | 8.1* | | | | — | | | | |
| | 23.1* | | | | — | | | | |
| | 23.2* | | | | — | | | Consent of Vinson & Elkins L.L.P. (contained in Exhibits 5.1 and 8.1). | |
| | 24.1* | | | | — | | | | |
| | 107* | | | | — | | | |
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Name
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Title
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Date
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/s/ Willie Chiang
Willie Chiang
|
| |
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) |
| |
December 16, 2022
|
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/s/ Harry N. Pefanis
Harry N. Pefanis
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| | Director and President | | |
December 16, 2022
|
|
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/s/ Al Swanson
Al Swanson
|
| | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | |
December 16, 2022
|
|
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/s/ Chris Herbold
Chris Herbold
|
| | Senior Vice President, Finance and Chief Accounting Officer (Principal Accounting Officer) | | |
December 16, 2022
|
|
|
Name
|
| |
Title
|
| |
Date
|
|
|
/s/ Greg L. Armstrong
Greg L. Armstrong
|
| | Director | | |
December 16, 2022
|
|
|
/s/ Victor Burk
Victor Burk
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| | Director | | |
December 16, 2022
|
|
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/s/ Ellen R. DeSanctis
Ellen R. DeSanctis
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| | Director | | |
December 16, 2022
|
|
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/s/ Gary R. Petersen
Gary R. Petersen
|
| | Director | | |
December 16, 2022
|
|
|
/s/ Alexandra D. Pruner
Alexandra D. Pruner
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| | Director | | |
December 16, 2022
|
|
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/s/ John T. Raymond
John T. Raymond
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| | Director | | |
December 16, 2022
|
|
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/s/ Bobby S. Shackouls
Bobby S. Shackouls
|
| | Director | | |
December 16, 2022
|
|
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/s/ Kevin McCarthy
Kevin McCarthy
|
| | Director | | |
December 16, 2022
|
|
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/s/ Lawrence M. Ziemba
Lawrence M. Ziemba
|
| | Director | | |
December 16, 2022
|
|
|
/s/ Christopher M. Temple
Christopher M. Temple
|
| | Director | | |
December 16, 2022
|
|
Exhibit 5.1
December 16, 2022
Plains GP Holdings, L.P.
333 Clay Street, Suite 1600
Houston, TX 77002
Ladies and Gentlemen:
We have acted as counsel to Plains GP Holdings, L.P., a Delaware limited partnership (the “Partnership”), in connection with the preparation and filing of a registration statement on Form S-3 (the “Registration Statement”) filed on or about the date hereof with the U.S. Securities and Exchange Commission (the “Commission”) in connection with the registration by the Partnership under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale, from time to time, pursuant to Rule 415 under the Securities Act, by the Partnership, of an indeterminate number of Class A shares representing limited partner interests in the Partnership (the “Shares”).
We have also participated in the preparation of the Prospectus (the “Prospectus”) contained in the Registration Statement to which this opinion is an exhibit. The Shares will be offered in amounts, at prices and on terms to be determined in light of market conditions and other factors at the time of sale and, if necessary, will be set forth in supplements to the Prospectus.
We are rendering this opinion as of the time the Registration Statement becomes effective, which Registration Statement became automatically effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act. As the basis for the opinion hereinafter expressed, we examined such statutes and questions of law as we have deemed necessary or appropriate for purposes of this opinion, including the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”), the Second Amended and Restated Agreement of Limited Partnership of the Partnership as amended (the “Partnership Agreement”), the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware, resolutions of PAA GP Holdings LLC, a Delaware limited liability company and the general partner of the Partnership, the Registration Statement, including the Prospectus, the Partnership’s records and documents, certificates of the Partnership and public officials, and such other instruments and documents as we deemed necessary or advisable for the purposes of this opinion. In such examination, we have assumed that (i) all information contained in all documents submitted to us for review is accurate and complete; (ii) the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies; (iii) all signatures on each such document examined by us are genuine and by individuals with legal capacity to execute such document; (iv) each certificate from governmental officials reviewed by us is accurate, complete and authentic, and all official public records are accurate and complete; (v) the Registration Statement, and any amendments thereto (including post-effective amendments), will be effective and comply with applicable laws; (vi) one or more prospectus supplements will have been prepared and filed with the Commission describing the Shares offered thereby; (vii) a definitive purchase, underwriting or similar agreement with respect to any Shares offered will have been duly authorized and validly executed and delivered by the Partnership and the other parties thereto; and (viii) all Shares will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement.
Vinson & Elkins LLP Attorneys at Law
Austin Dallas Dubai Houston London Los Angeles New York
Richmond Riyadh San Francisco Tokyo Washington |
845 Texas Ave, Suite 4700
Houston, TX 77002-6760
Tel +1.713.758.2222 Fax +1.713.758.2346 velaw.com |
December 16, 2022 Page 2 |
Based upon and subject to the foregoing and subject to the qualifications, exceptions and limitations set forth herein, we are of the opinion that the Shares, when (i) the Partnership has taken all necessary action to approve the issuance of such Shares, the terms of the offering thereof and related matters; and (ii) the Shares have been issued and delivered in accordance with the terms of the applicable definitive purchase, underwriting or similar agreement approved by the Partnership upon payment of the consideration thereof or provided for therein, will be duly authorized, issued and delivered against payment therefor as described in the Registration Statement, will be validly issued, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such nonassessability may be affected by Sections 17-303, 17-607 or 17-804 of the Delaware LP Act).
As to any facts material to the opinion contained herein, and as to factual matters arising in connection with our examination of corporate documents, records and other documents and writings, we have made no independent investigation of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the general partner of the Partnership and the Partnership. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended, and the foregoing opinions are limited to the matters expressly stated herein, and no opinion is to be inferred or implied beyond the opinions expressly set forth herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Partnership or any other person or any other circumstance.
We express no opinions concerning the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.
The foregoing opinion is limited in all respects to the federal laws of the United States of America, the Delaware LP Act and the Constitution of the State of Delaware, each as interpreted by the courts of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
December 16, 2022 Page 3 |
We hereby consent to the references to this firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.
Very truly yours, | ||
/s/ VINSON & ELKINS L.L.P. |
Exhibit 8.1
December 16, 2022
Plains GP Holdings, L.P.
333 Clay Street, Suite 1600
Houston, Texas 77002
Re: Plains GP Holdings, L.P. Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Plains GP Holdings, L.P. (“PAGP”), a Delaware limited partnership that has elected to be treated as a corporation for U.S. federal income tax purposes, with respect to certain legal matters in connection with the preparation of a prospectus dated on or about the date hereof, forming part of the Registration Statement on Form S-3 (the “Registration Statement”), to which this opinion is an exhibit. The Registration Statement relates to the registration under the Securities Act of 1933, as amended, (the “Securities Act”) of Class A shares representing limited partner interests in PAGP.
This opinion is based on various facts and assumptions, and is conditioned upon certain representations made by Plains All American Pipeline, L.P. (the “Partnership”), a Delaware limited partnership, as to factual matters through a certificate of an officer of the Partnership (the “Officer’s Certificate”). In addition, this opinion is based upon the factual representations of PAGP concerning its business, properties and governing documents as set forth in the Registration Statement.
In our capacity as counsel to PAGP, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or in the Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification.
We hereby confirm that all statements of legal conclusions contained in the discussion in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences” constitute the opinion of Vinson & Elkins L.L.P. with respect to the matters set forth therein as of the effective date of the Registration Statement, subject to the assumptions, qualifications, and limitations set forth therein. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including in the Registration Statement and the Officer’s Certificate, may affect the conclusions stated herein.
Vinson & Elkins LLP Attorneys at Law | 845 Texas Avenue, Suite 4700 |
Austin Dallas Dubai Houston London Los Angeles New York | Houston, TX 77002-6760 |
Richmond Riyadh San Francisco Tokyo Washington | Tel +1.713.758.2222 Fax +1.713.758.2346 velaw.com |
Page 2 |
No opinion is expressed as to any matter not discussed in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences.” We are opining herein only as to the U.S. federal income tax matters described above, and we express no opinion with respect to the applicability to, or the effect on, any transaction of other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state.
This opinion is rendered to you as of the effective date of the Registration Statement, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is furnished to you and may be relied on by you in connection with the transactions set forth in the Registration Statement. In addition, this opinion may be relied on by persons entitled to rely on it pursuant to applicable provisions of federal securities law, including persons purchasing Class A shares pursuant to the Registration Statement. However, this opinion may not be relied upon for any other purpose or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity, for any purpose, without our prior written consent.
We hereby consent to the filing of this opinion of counsel as an exhibit to the Registration Statement and the use of our name under the captions “Material U.S. Federal Income Tax Consequences” and “Legal Matters” in the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours, | |
/s/ VINSON & ELKINS L.L.P. | |
Vinson & Elkins L.L.P. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of Plains GP Holdings, L.P. of our report dated February 28, 2022 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Plains GP Holdings, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2021. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
December 16, 2022
Exhibit 107
Calculation of Filing Fee Tables
Form S-3ASR
(Form Type)
Plains GP Holdings, L.P.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security
Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount
of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial effective date |
Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities | ||||||||||||
Fees to Be Paid | Equity | Class A shares representing limited partnership interests | Rule 456(b) and 457(r)(1) | (2) | (2) | (2) | (1) | (1) | ||||
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | |||||||
Total Offering Amounts | N/A | N/A | ||||||||||
Total Fees Previously Paid | N/A | |||||||||||
Total Fee Offsets | N/A | |||||||||||
Net Fee Due | N/A |
(1) | In accordance with Rule 456(b) and Rule 457(r) of the Securities Act, Plains GP Holdings, L.P. (“Plains GP”) is deferring payment of the registration fee required in connection with this registration statement and will pay the registration fee subsequently in advance or on a pay-as-you-go basis. Accordingly, no registration fee is paid herewith. | |
(2) | There are being registered under this registration statement such indeterminate number of Class A shares representing limited partnership interests in Plains GP as may from time to time be offered at indeterminate prices. |
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