Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On and effective as of August 19, 2021, the Board of Directors (the "Board") of
PAA GP Holdings LLC ("GP Holdings") approved and adopted Amendment No. 5 (the
"Amendment") to GP Holdings' Third AmDended and Restated Limited Liability
Company Agreement ("LLC Agreement"). The Amendment eliminates all previously
negotiated "director designation" rights and requires that all directors be
subject to public election. The Amendment, which was consented to by Kayne
Anderson Capital Advisors, L.P. ("Kayne Anderson"), eliminates Kayne Anderson's
legacy contractual right to designate an individual to serve on the Board
without being subject to public election. The Amendment also eliminates all
previously negotiated rights, including Kayne Anderson's right to appoint a
Board observer under certain circumstances. The Amendment does not impact the
provisions of the LLC Agreement relating to the right of holders of Plains All
American Pipeline, L.P.'s ("PAA") Series A Convertible Preferred Units to
appoint a director in the event of a default with respect to the payment of
distributions on such securities.
The Board also approved the appointment of Kevin McCarthy, Kayne Anderson's
previously designated director to the Board, to serve as a Director until the
Plains GP Holdings, L.P. ("PAGP") Annual Meeting of Shareholders to be held in
May 2022, and the nomination of Mr. McCarthy to stand for election at such
Annual Meeting. As a result of this change, together with the amendment of the
LLC Agreement in February of this year to require public election of all
directors who are current or former members of management, all of the GP
Holdings Board Members are now subject to public election. In addition, going
forward, Mr. McCarthy will serve as a Director on the same basis as all other
non-management directors in terms of the rights, duties, and obligations of
For additional information regarding Mr. McCarthy, please see PAGP's definitive
proxy statement dated April 12, 2021.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The description of the Amendment included under Item 5.02 above is hereby
incorporated by reference under this Item 5.03. Such description is qualified in
its entirety by reference to the full text of such Amendment, a copy of which is
filed herewith as Exhibit 3.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
In accordance with General Instruction B.2 of Form 8-K, the information
presented herein under Item 7.01 shall not be deemed "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference into any filing under the Securities Act of 1933 or
the Securities Exchange Act of 1934, each as amended.
On August 24, 2021, PAA and PAGP issued a press release announcing the changes
described under Item 5.02 and Item 5.03 above. A copy of the press release is
furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
3.1 Amendment No. 5 dated August 19, 2021 to the Third Amended and
Restated Limited Liability Company Agreement of PAA GP Holdings LLC
dated as of February 17, 2017.
99.1 Press Release Dated August 24, 2021.
104 Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101)
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