Item 1.01 Entry Into a Material Definitive Agreement.

On July 12, 2021, subsidiaries of Plains All American Pipeline, L.P. ("PAA" or the "Registrant"), a wholly-owned subsidiary of Plains GP Holdings, L.P. ("PAGP"), and Oryx Midstream Holdings LLC (together with certain affiliates, "Oryx"), a portfolio company of Stonepeak Infrastructure Partners ("Stonepeak")1, executed a definitive merger agreement (the "Merger Agreement") pursuant to which they intend to merge, in a cashless transaction, their respective Permian Basin assets, operations and commercial activities into a newly formed strategic joint venture, Plains Oryx Permian Basin LLC (the "Joint Venture"). The Joint Venture will have no debt and will be owned 65% by PAA and 35% by Oryx. PAA will serve as operator of the Joint Venture.

Key terms and conditions of the Merger Agreement include the following:

· Pursuant to the Merger Agreement and subject to satisfaction of the closing


   conditions described below, PAA and Oryx intend to combine their respective
   Permian Basin gathering businesses and form the Joint Venture through a series
   of merger and contribution transactions.

· The Merger Agreement includes customary and reciprocal representations and


   warranties by each party.

· Closing is subject to various conditions, including the following:

o Completion by Oryx of a proposed refinancing of debt at its equity owner level.

o Receipt of regulatory approval under the Hart-Scott-Rodino Antitrust

Improvements Act of 1976 ("HSR").

o Satisfaction of other customary closing conditions.

· At closing, the parties will execute an LLC agreement forming the Joint

Venture, the key terms of which are as follows:

o Ownership and Governance. Subject to the tiered modified sharing arrangement

described below, the Joint Venture will be owned 65% by PAA and 35% by Oryx.

The Joint Venture will be managed by a five-member Board including three PAA

representatives and two Oryx representatives. PAA will serve as operator of the

Joint Venture, and a joint operating committee that includes representatives

from PAA and Oryx will provide oversight on material Joint Venture operating

and commercial decisions. The Joint Venture will be consolidated into PAA's


   financial statements.




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o Distributions. Quarterly distributions of available cash (cash on hand at end

of quarter less reserves) from the Joint Venture to PAA and Oryx will be

subject to a tiered modified sharing arrangement ("MSA") for up to 10 years.

Under the MSA, distributions will be allocated as follows:






        Available Cash         Distribution Percentages
Tier     (Annualized)           PAA                 Oryx
 1       Up to $300mm                 50 %               50 %
 2     $300mm - $428mm               100 %                0 %
 3     $428mm - $815mm                65 %               35 %
 4     $815mm and above               70 %               30 %

Upon termination of the MSA, quarterly distributions of available cash will be paid 65% to PAA and 35% to Oryx.

o Area of Mutual Interest. Joint Venture members and their affiliates (other than

Stonepeak and its non-Oryx portfolio companies) will be restricted from

developing, acquiring or owning any assets related to gathering and marketing

crude oil and condensate in the Permian Basin, subject to certain exceptions.

o Future Downstream Projects. For a period of seven years after closing, the

Joint Venture will have certain limited investment rights with respect to

material downstream projects pursued by either member.

o Transfer of Interests and Related Provisions. In general, each Joint Venture

member will be free to transfer all, but not less than all, of its respective

interest in the Joint Venture; however, under certain circumstances and subject

to certain limitations, (1) if Oryx desires to transfer its interest, is

subject to a permitted foreclosure by certain lenders or is anticipated to be

the subject of a change of control, PAA will have the right to make an offer

and negotiate to acquire Oryx's interest, and (2) if PAA desires to transfer

its interest or undergoes a change of control, Oryx will have certain tag-along


   rights.

Subject to satisfaction of closing conditions, including receipt of regulatory approvals, the transactions contemplated by the Merger Agreement are expected to close in the fourth quarter of 2021.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to such Merger Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.

1 Affiliates of Stonepeak own approximately 8.9% of PAA's outstanding Series A Preferred Units, which equates to less than 1% of PAA's outstanding common units and common unit equivalents combined.

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 July 13, 2021, PAA and PAGP issued a press release announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.





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Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



  Exhibit    Description
   Number
    2.1*       Agreement and Plan of Merger dated as of July 12, 2021 by and
             among Plains Pipeline, L.P., Plains Marketing, L.P., Oryx Midstream
             Holdings LLC, Middle Cadence Holdings LLC, POP HoldCo LLC, Oryx
             Wink Oil Marketing LLC, Oryx Permian Oil Marketing LLC, Plains Oryx
             Permian Basin LLC, Plains Oryx Permian Basin Marketing LLC and
             Plains Oryx Permian Basin Pipeline LLC.
    99.1       Press Release Dated July 13, 2021.
    104      Cover Page Interactive Data File (formatted as inline XBRL and
             contained in Exhibit 101)

* Certain schedules and similar attachments have been omitted pursuant to Item

601(b)(2) of Regulation S-K. The Registrant agrees to furnish a supplemental

copy of any omitted schedule or attachment to the SEC upon request.






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