EPIC to the Point: PAA’s Pro Forma Bet on a Fully Owned EPIC Crude, With an Eye on EPS and the Revenue Forecast

Overview: A two-step path to full ownership

Plains All American Pipeline, L.P. (ticker: PAA) disclosed in an Exhibit 99.1 filing that it completed, in two moves, a consolidation of EPIC Crude Holdings and its general partner EPIC GP. First, on October 31, 2025, a Purchase and Sale Agreement with Diamondback Energy and Kinetik Holdings led to the Buyer acquiring 55% of EPIC Crude Holdings, LP. At the same time, the Buyer picked up 55% of the membership interests in EPIC GP, LLC—the general partner.

The second move occurred a few days later, on November 1, 2025, when the Buyer purchased the remaining 45% of EPIC Crude Holdings and the remaining 45% of EPIC GP from a subsidiary of Ares Management LLC under a separate Equity Purchase Agreement. Taken together, Plains now directly and indirectly owns 100% of EPIC Crude Holdings and 100% of EPIC GP, and it serves as operator of record for the Cactus III Pipeline.

The accounting frame: ASC 805 and a single Transaction

In the filing, Plains frames the EPIC Transactions as a single “Transaction” for purposes of the unaudited pro forma condensed combined financial information. The accounting treatment hinges on the acquisition method under ASC 805, Business Combinations. In plain terms: this is a business combination, not a simple asset grab. The pro forma adjustments are designed to reflect the effects of the transaction on consolidation, goodwill, intangibles, and related components, as well as how the target’s historical results interact with Plains’ existing financials.

The structure of the pro forma information: illustrative, not prophesy

Plains emphasizes that the unaudited pro forma condensed financial information is prepared using reasonable assumptions and is intended for informational purposes only. The release notes that the pro forma statements are derived from and should be read with the following historical financial statements: Plains’ audited consolidated financial statements in its 2025 Form 10-K and EPIC Crude Holdings’ unaudited consolidated statements for the nine months ended September 30, 2025, filed earlier as an Exhibit to a Form 8-K/A.

Important caveats run through the document: the pro forma adjustments are directly attributable to the Transaction and are meant to be factually supportable. Some reclassifications were made to harmonize EPIC Crude Holdings’ historical presentation with Plains’ presentation in the pro forma. Note 4 contains additional details.

What’s included—and what isn’t—in the pro forma picture

The filing states there is no pro forma balance sheet included because the effects of the Transaction are already reflected in the audited balance sheet as of December 31, 2025 via Plains’ Form 10-K. Instead, the focus is on the unaudited pro forma condensed statement of combined continuing operations for the year ended December 31, 2025, prepared as if the Transaction had occurred on January 1, 2025. The aim is to show how the combined entity might have performed, not to forecast precision economics.

Crucially, Plains stresses that the pro forma adjustments are a product of the Acquisition Method—intended to illustrate effects on the post-transaction earnings base. They do not reflect anticipated synergies, integration costs, cost savings, or other potential impacts of combining the businesses. In short: it’s an illustrative overlay, not a budget.

Earnings metrics in the shadows: EPS, EPS consensus, and the revenue forecast

Because the document is a pro forma exercise rather than a results release, there are no actual EPS figures, no reported earnings surprise, and no stated EPS consensus in the filing. What the exercise implies is that, once the combined company emerges, investors will pay attention to how the Transaction Accounting Adjustments translate into per-share economics. The “revenue forecast” embedded in a pro forma scenario will depend on how EPIC’s volumes, the Cactus III pipeline’s throughput, and Plains’ existing asset base interact after consolidation.

Analysts will likely source an EPS consensus for the post-Transaction Plains-EPIC entity and compare it against actual results once the 2025 reporting cadence lands. If the pro forma adjustments reliably map onto the operational realities of the combined platform, the market may begin to test for an earnings surprise in future quarters. Until then, the filing’s emphasis remains on the illustrative nature of the pro forma numbers rather than on observable, realized EPS outcomes.

Strategic implications: what this portends for Plains and peers

On the strategic front, consolidating 100% of EPIC Crude Holdings and EPIC GP under PAA changes the corporate DNA of the midstream player. Plains now operates a more vertically integrated structure around EPIC’s assets, with the Cactus III Pipeline at the center of operations. This has multiple implications:

• Control and operator exposure: Plains is the operator of record for Cactus III, which can meaningfully affect capex pacing, maintenance decisions, and throughput optimization—factors that could eventually influence cash flows and, in turn, any future EPS trajectory.
• Consolidation dynamics: The deal reflects a broader industry pattern—MD&A-like clarity around ownership and control, with pro forma disclosures serving as a bridge between pre- and post-transaction financial storytelling.
• Cost of capital and balance sheet posture: The pro forma framework will eventually feed into how Plains structures financing around the combined asset base, possibly altering debt ratings, interest costs, and leverage comparisons with sector peers.
• Peer signaling: For sector peers, the EPIC transaction is a data point in a world where bolt-on acquisitions and pathway-driven growth are the norm. Other midstream players might weigh whether similar structural moves unlock strategic value without overburdening balance sheets.

Risks, caveats, and what to watch next

The disclosures repeatedly caution that the pro forma information is not a forecast of actual results and may differ materially from future performance. The absence of a pro forma balance sheet, the exclusion of synergy assumptions, and the reliance on preliminary estimates all mean that investors should treat the Exhibit 99.1 content as a planning exercise rather than a financial promise.

As with any large acquisition, the critical questions will be how the integration unfolds, how capital allocation is optimized, and whether the combined entity can convert declared strategy into durable cash flows. In a sector where volume, pipeline capacity, and regulatory environments drive outcomes, the real test—EPS, EPS consensus evolution, and the revenue trajectory—will come with the next quarterly disclosures.

Conclusion: a thoughtfully bundled pro forma snapshot with an eye to the horizon

The EPIC Transactions add a new layer to Plains All American’s corporate story: a full consolidation of EPIC Crude Holdings and EPIC GP, with Plains as the operator of the Cactus III Pipeline. The filing makes clear that this is a formal, ASC 805–driven business combination, presented through an illustrative pro forma lens rather than a hard-forward forecast. The market’s next act will be to translate these footnotes into the profitable righteousness of real numbers — EPS, revenue, and perhaps a quiet, respectable earnings surprise as the combined operation settles into its new rhythm. Until then, investors can watch the pro forma narrative for clues about how a larger, more integrated midstream operator might fare against peers who are, in effect, auditioning for the same role in a crowded stage.”