Plains GP Holdings, L.P.

Thank you for standing by and welcome to PAA and PAGP's second quarter 2025 earnings conference call. At this time, all participants are in a listen-only mode. After the speaker presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 1-1 on your telephone. To remove yourself from the queue, you may press star 1-1 again. I would now like to hand the call over to Blake Fernandez, Vice President, Investor Relations. Please go ahead.

Thank you, Lateef. Good morning, and welcome to Plains All-American Second Quarter 2025 Earnings Call. Today's slide presentation is posted on the Investor Relations website under the News and Events section at ir.plains.com. An audio replay will also be available following today's call. Important disclosures regarding forward-looking statements and non-GAAP financial measures are provided on slide two. An overview of today's call is provided on slide three. A condensed consolidating balance sheet for PNGP and other reference materials are in the appendix. Today's call will be hosted by Willie Chang, Chairman and CEO and President, and Al Swanson, Executive Vice President and CFO, along with other members of our management team.

With that, I will turn the call over to Willie. Thank you, Blake. Good morning, everyone, and thank you for joining us today. Earlier this morning, we reported solid second quarter adjusted EBITDA attributable to Plains of $672 million, which Al will cover in more detail. In June, we announced the execution of definitive agreements to sell substantially all of our NGL business to Kiara for approximately $3.75 billion when the expected close in the first quarter of 2026. Initial investor feedback has been positive, and we view this as a win-win transaction for both parties. Plains will exit the Canadian NGL market at an attractive valuation, while Kiara will receive highly complementary and critical infrastructure in a strategic market. From a Plains perspective, and as highlighted on slide four, this transaction will result in a streamlined crude oil midstream entity with less commodity exposure, a more durable and steady cash flow stream, and substantial financial flexibility to further execute on our capital allocation framework. With approximately $3 billion of net proceeds from the sale, we expect to continue focusing on disciplined bolt-on M&A to extend and expand our crude oil focus portfolio, as well as opportunities to optimize our capital structure, including potential repurchases of series A and B preferred units, along with opportunistic common unit repurchases. Building upon the foundation of our disciplined capital allocation framework, we announced a bolt-on acquisition of an additional 20% interest in Bridgetech's pipeline company, LLC, for an aggregate cash consideration of $100 million net to Plains. This brings our overall interest in the joint venture to 40%. Both Plains and One Oak have extensive upstream gathering systems, and both companies are committed to optimizing the operating capacity on the pipelines. In addition, this transaction is expected to provide risk-adjusted returns in line with Plains' bolt-on framework. Year to date, we've completed five bolt-on transactions totaling approximately $800 million, and we've consistently maintained the view that there is a runway of opportunities for Plains to advance its bolt-on strategy. As illustrated on slide five and as proven over the last few years, we continue to execute on that backlog of opportunities Additionally, the financial flexibility that will be created by a recent NGL announcement further enhances our commitment and capacity to pursue these and other opportunities, provided they offer the attractive returns. With that, I'll turn the call over to Al.

Thank you, Willie. Prior to discussing further details of our second quarter results, I would like to reiterate that following our NGL announcement, the majority of the NGL segment has been reclassified as discontinued operations. to ensure consistent financial disclosure to the market. We have also included pertinent information reconciling these changes with our original 2025 guidance for the NGL segment. Turning to the second quarter, we reported crude oil segment adjusted EBITDA of $580 million, which benefited sequentially from Permian volume growth, contributions from recent bolt-on acquisitions, and higher throughput associated with our refiner customers returning from downtime in the first quarter of 2025. Moving to the NGL segment, we reported adjusted EBITDA of $87 million, which stepped down sequentially due to normal seasonality and lower quarter-on-quarter frac spreads. Slide six and seven in today's presentation contain adjusted EBITDA walks that provide additional details on our performance. Regarding guidance, our full year 2025 EBITDA range of 2.8 to $2.95 billion remains intact. Consistent with our communication last quarter in the prevailing environment, both our EBITDA guidance and the Permian growth outlook of 200,000 to 300,000 barrels per day would likely be in the lower half of their respective ranges. A summary of our 2025 guidance metrics are located on slide eight. As for capital allocation, which is illustrated on slide nine, For 2025, we expect to generate approximately $870 million of adjusted free cash flow, excluding changes in assets and liabilities. Our adjusted free cash flow guidance reflects the impact of bolt-on acquisitions, including the acquisition of the interest in BridgeTech's pipeline, as well as our revised 2025 growth capital guidance, which has increased $75 million to $475 million. The capital investment increase is primarily associated with new projects, including Permian and South Texas lease connects and Permian terminal expansions, in addition to weather delays and scope changes on other projects. While 2025 growth capital is above our initial guidance, maintenance capital is trending closer to $230 million, which is $10 million below our initial forecast. With that, I'll turn the call back to Willie.

Thanks, Alan. As illustrated on slide 10, we've made significant progress on our strategy over the last several years. This begins with a portfolio of world-class assets where value has been unlocked through the capabilities of our Plains team along with collaboration with our customers. Our strategy is grounded in our established financial priorities with a focus on generating substantial free cash flow, maintaining financial flexibility, and increasing return of capital to our unit holders through discipline execution in each of these areas. The divestiture of our NGL business marks a significant step in the strategic direction of plans. By reallocating resources and capital towards our legacy crude oil operations, where we have significant size and scale, we will be better positioned to enhance our focused portfolio. This move not only increases our financial flexibility, but it also underscores our resolve to streamline operations and drive growth while generating strong returns for our generators. Our strategy centers on the view that crude oil will remain essential to global energy and society for decades. Despite near-term volatility, we're confident in our ability to navigate current market dynamics, and we expect fundamentals to improve longer term due to continued population and economic growth driving demand. We anticipate that new OPEC Plus supply will be absorbed, reducing spare capacity, and limited long-lead project and resource additions will increase the reliance on North American onshore production. Plans will continue to be a vital infrastructure provider to meeting the growing need for reliable energy across global markets. In closing, our efficient growth strategy, financial flexibility, and commitment to execution have positioned us well to capitalize on opportunities, manage challenges with resilience. I'm confident in our position. At this point, we'll look forward to your questions. Blake, would you lead us into Q&A?

Thanks, Willie. As we enter the Q&A session, please limit yourself to two questions. For those with additional questions, please feel free to return to the queue. This will allow us to address questions from as many participants as possible in our available time this morning. The IR team will also be available after the call to address any additional questions you may have. Lateef, would you please open the call for questions?

Sir, as a reminder, to ask a question, you will need to press star 11 on your telephone. Please stand by while we compile the Q&A roster. Our first question comes from the line of Manav Gupta of UBS. Please go ahead, Manav.

Hi, this is Sonia on for Manav. Good morning and congrats on the quarter. When you think about assets in the mid-con, there may be more one-time step-ups in synergy versus the Permian that could have more organic growth on top of that. So when we look at more bolt-on strategies in M&A, how do you factor in the sensitivity to basin-level growth? And in general, with basins, are you seeing more growth in over time?

Sonia, good morning. This is Jeremy. Here's what I would say is we take all that into consideration and candidly, as we've said before, we're a DCF shop and we're looking for discounted cash flow over time and contributions, you have to look at the integrated network. So take the mid continent for instance, which is your example. We have a lot of assets that touch a lot of other areas. So things that can impact Cushing or other downstream pipelines may have multiple touch points. So while the Permian has different resource, we look at them independently and use market fundamentals to drive an outlook of cash flows and we use a discounted cash flow and we have to beat our return thresholds, our constant capital by three to 500 basis points, as we've said. So we take all that into consideration. We're not necessarily gonna say where our target area is right now, but we do look at everything and we've got to hit our return threshold. And we certainly take a look at fundamentals and the multiple touch points we can have in each area.

Got it, thank you. And then on the macro side more, could you provide some color on real-time demand signals and any sign of slowdown or anything you're seeing on the refining or on the export side?

Yes, ma'am. This is Jeremy again. Here's what I would say. I would follow the refiners. They've all talked about improving diesel demand and feel like it's strong. The last six months have felt a lot better than the prior six months from a demand perspective. We haven't seen the slowdown in demand most were expecting, and we expect that to continue. Willie mentioned that in his notes. So I'd say continue to follow the refiners and their demand. We're not seeing any issues from the downstream refining signals from crack spreads internationally and domestically. Differentials do move, and that's some indication, but over the last six-month period, we've seen strengthening demand, and we look forward to that continuing.

Yes, Sonia, this is Willie. One comment I would add to that is that we're all watching a lot of uncertainty, certainly over the last number of months and even years. Our view is continued short-term volatility, longer-term more constructive. And where I would tell you our view is, is despite a lot of the uncertainties, I have more confidence in the world and its ability to continue to grow than I did probably over the past year. So our views are pretty constructive, but still think there's going to be a lot of volatility short-term.

Great. Thank you.

Thank you.

Thank you. Our next question comes from the line of Gabrielle Maureen of Mizuho. Please go ahead, Gabrielle.

Hey, good morning, everyone. Can I just ask on the BridgeTech deal and maybe just talk about how that pipe is situated currently contractually, maybe how it would fit with the rest of your business? The value also seems to be a little bit, you know, changed from what it may have transacted out in the past. So if you can speak to that as well.

Hi, Gabe. This is Jeremy. We're excited about the outcome, consolidating that interest with One Oaks. I think from a contracting perspective, it's best to speak with them. But one thing is, as part of this transaction, we work with One Oaks to optimize the cost structure going forward, as well as to consider commercial ways to fill the pipeline to unite Plains and One Oaks gathering systems to help keep the pipeline full. So I think us working together will strengthen the positioning of the pipeline longer term.

Thanks, Jeremy. And then maybe if I can ask in terms of some of the CapEx ins and outs on the growth CapEx raise here. For the Lease Connect in South Texas and the Permian, does that imply some degree of greater activity than you had been seeing? Or is it just some degree of noise in terms of just things going on during the course of the year?

Hey, good morning, Gabe. It's Chris Chandler. I'll take this one. So yeah, we have increased our 2025 investment CapEx guide to 475 million Nestaplanes. We've developed some new opportunities related to the Permian and Eagleford gathering, as you mentioned, and additional storage opportunities in the Permian. Some of this is basin growth related, but some of it's frankly capturing business that we did not have before. They're good investments. They exceed our return thresholds, and they weren't in our original guidance, hence being a new opportunity. So I hope that helps.

Appreciate it. Thanks, Chris.

Thank you. Our next question comes from the line of Michael Bloom of Wells Fargo. Please go ahead, Michael.

Thanks. Good morning, everyone. Willie, I wanted to ask kind of a big-picture question. address some of this at the end of your remarks, but you know, you've made a big step here. You've exited the MGL business in Canada. You're now more or less solely focused on crude. So my question is, is the plan to simply execute the growth and capital return strategy as it is, as you've been doing, or could you see the company pivoting or diversifying into another area, whether that be expanding the crude footprint more expansively or getting into a whole different line of business. Just want to get your sort of high-level thoughts there.

Sure, Michael. Going to a pure plate was not the objective, right? Our objective is to create value for the unit holders however we possibly can. And so for us, you know, I've articulated this efficient growth strategy, and we've been executing on being able to unlock that. Now, practically speaking, Our business was roughly 80%, 85% crude, 15%, 20% NGL. By being able to do this, the transaction, it really catalyzes a lot of opportunities for us within planes, which is why I spend a little more time in my prepared comments talking about that. One, we're going to be able to redeploy approximately $3 billion in Can't say exactly how it's going to be redeployed, but there's a number of opportunities that we've articulated on the bolt-on acquisitions, capital structure, opportunistic unit buybacks. And if you think about the cash flow that we've sold at a great valuation, we think we can do better redeploying it in the liquids business. So when you think about how do you create value, it's all around synergies. and it's difficult to capture synergies if you don't have a strong position somewhere. So this is kind of a long-winded answer of saying we're going to stick to what we know. We've got size and scale, really a premier competitor in the industry, providing a lot of services for our customers, and we're going to parlay on that and try to build even a stronger system, kind of anchored on the platform of our constructive view of oil markets going forward. So if there are other opportunities that we can, whether it's in different basins or other commodities, we absolutely look at all those. We've got a very robust BD team. But practically speaking, I think you're going to see more of it around the crude assets. And we feel we have a good runway of opportunities to look at. So hopefully that's helpful.

It is, so thank you for that. And then second, I wanted to ask, and I might be nitpicking here, so apologies up front, but on slide nine, the language on distribution growth changed a little bit. It used to say targeting multi-year sustainable distribution growth, and this latest slide deck says targeting sustainable distribution growth. So I just wanted to see if there's a shift in messaging there that we should be aware of. Thanks.

Hey Michael, this is Al. No intended shift in messaging at all. We intend to grow our distribution over a multi-year period, so no intent there. Clearly in the very interim time, as Willie mentioned, we need to redeploy these proceeds. We fully expect to redeploy them in a way that's accretive to DCF, which would further enhance our ability to grow the dividends.

Thank you. Thanks, Michael.

Thank you. Our next question comes from the line of Spiro Dunas of Citi. Please go ahead, Spiro.

Thanks, operator. Good morning, gentlemen. I want to first ask about the second half of 25. The guidance seems to suggest maybe a similar second half to the first half, if not maybe even a little bit lower. And so I'm curious, Is that consistent with how you're doing the back half of the year? And I guess why would that be the case? It seemed like volumes are trending up kind of nicely this quarter. Willie, I know you mentioned some volatility out there, so maybe it's just that. But you've also got the contribution from some bolt-ons. So just looking to get some color there in the back half.

Good morning, Spiro. It's Jeremy. Just remember, we have the contract roll-offs of Cactus 2, Cactus 1, and Sunrise in the second half of the year, all consistent with guidance. So if Those roll-offs of the contract rates, all those volumes have been re-contracted. It's a function of rate being lower. So you had those contributions in the first half. You're going to have the growing production, the FERC escalator, and other pieces contributing to backfill that. So while it may look flat, you've backfilled some of the roll-offs of the contracts with growth.

Got it. Well, Jeremy, thank you. Second question, just maybe going to the bolt-on strategy again, I guess how should we think about your ability to keep doing these bolt-ons for the rest of the year pending that NGL sale? I don't imagine you want to pre-spend that $3 billion, but as you do think about getting those proceeds, you could obviously do a lot more than a bolt-on with that $3 billion. So I guess I'm just curious how you're weighing the ability or maybe the potential to do something larger. Sure.

Well, Spiro, it's very difficult to time all these things, as you well know, which is why I mentioned our robust BD team looking at a lot of things. What I would tell you is that's the other reason of our financial flexibility creating a lot of capacity on our balance sheet to be able to absorb some of that. So where I think we're positioned, where we are positioned at, is we look at a lot of opportunities, and as they come up, we're trying to put ourselves in the best position

be able to execute on them whether they're small medium or even large so i'll leave it at that helpful as always thank you gentlemen have a good weekend thank you thank you our next question comes from the line of sunil sabal of seaport global please go ahead sunil yes hi good morning uh uh and most of my bigger uh

questions have been hit, but I just wanted to clarify a couple of things. On the bridge tax, so you're buying that as part of the Oryx JV, correct?

Samil, this is Jeremy. No, that's independent. That is planes purchasing that. We're an existing owner in JV, and for one open, planes are buying in proportion to their interest in the pipeline.

Okay, understood. And then in terms of the overall positioning, it seems like you're still retaining some USMGL business, if that's correct. You know, is there a bigger strategy there or how should we think about, you know, that piece of the business going forward?

Samil, that's very minor and relative to the entire asset base. Those were smaller contributors. monetize those at a later date. But I would say that's not part of the larger strategy. ETS is more likely to divest those than retain them.

Got it. Thank you.

Thanks, Anil.

Thank you. Our next question comes from the line of John McKay of Goldman Sachs. Please go ahead, John.

Hey, guys. Thank you for the time. I maybe just wanted to touch on the CapEx piece again this year. I mean, how much of that increase do you think is maybe actually a pickup in producer activity overall relative to what you're expecting? Or maybe that's more of just a, you know, you guys had some commercial success, but it's not necessarily pointing to kind of a broader macro theme. And then maybe just taking that looking forward, you know, why shouldn't we think of the kind of run rate CapEx number moving up a little bit if you guys were able to get these wins? Thanks.

John, it's Chris Chandler. I'll take that. It's really a combination of all the above, the factors that you mentioned. You know, there's certainly new opportunities that we didn't anticipate coming into the year, and those played a role. I'd also, you know, point out our continued bolt-on acquisition strategy brings new opportunities for synergy capture and expansion around those assets where we didn't have operations before. So it's really kind of an all of the above. When you think in the 2026 on investment capital spend, we're obviously not giving guidance at this point in time. We'll do that in early 2026. You can look at how much we're spending on NGL this year, which is above average compared to prior years. So, you know, we would expect that to step down when the NGL sale to Kiera closes. But we continue to be successful identifying new opportunities. So, you know, in respect of identifying and capturing those projects that meet our investment thresholds, you know, we'd love to to grow CapEx modestly because of the good opportunities that we're able to capture.

Hey, John, it's Blake. If you don't mind real quick, I would add, just as a reminder, the 25 CapEx program includes about 30 or 40 million of deferrals from last year. So that might help you think about the progression into 26.

That makes sense. That's helpful. And then maybe just going back to your comments on the retained and jail assets, I think your answer before made sense. I understand they're small. But are you guys able just to quantify for us, again, what that looks like right now? And then maybe is any of that reflecting kind of a 25 spread environment, or is that a pretty good, whatever you share, is that a pretty good number going forward for now at least?

I'd put that in the $10 to $15 million of EBITDA category. And just from a valuation standpoint, think of the $100 to $200 million.

That's helpful. I appreciate that. Thank you guys for the time.

Thanks, John.

Thank you. Our next question comes from the line of Brandon Bingham of Scotiabank. Please go ahead, Brandon.

Good morning. Thanks for taking the questions here. Just one quick one for me. I know it says in the slides that you still expect to come in towards the lower end of the EBITDA guide, but things have improved even just slightly, versus all the 1Q chaos. So just kind of curious where you see that as we move forward throughout the year and whether or not there's a higher likelihood now that we could be back towards the midpoint.

This is Al. I'll take a shot at it. I think the wording should have been lower half, so we weren't trying to point at the low end by any means, if that's what the question was. And we believe the lower half would be how we're trying to guide it. We're not trying to guide you to the midpoint or the bottom end, but just the lower half. Clearly, there's a period of time here. Prices have been fairly volatile. I think crude oil today is roughly where we articulated the range to be a quarter ago in the 60 to 65 range. I think we're kind of at the high end of that now. So, more time to come with regard to that, but we would kind of point you to the lower half, not the lower end.

Okay. Apologies. I might have misread, but thank you.

Thank you. I would now like to turn the conference back to management for closing remarks.

Lateef, thanks, and thanks to everyone for joining us today. We'll look forward to giving you more updates, and we'll see you on the road. Have a great day and a great weekend.

This concludes today's conference call. Thank you for participating. You may now disconnect.