SEC Comment Letter for PLAINS GP HOLDINGS LP (PAGP) (CIK 0001581990) (PAGP) — Sep 20, 2016
PLAINS GP HOLDINGS LP (PAGP) (CIK 0001581990)
Date: Sept. 20, 2016 · CIK: 0001581990 · Accession: 0000000000-16-093647
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4628 September 20, 2016 Greg L. Armstrong Chief Executive Officer Plains GP Holdings, L.P. 333 Clay Street, Suite 1600 Houston, TX 77002
Re: Plains GP Holdings, L.P. Revised Preliminary Proxy Statement on Schedule 14A Filed September 9 , 2016 File No. 1 -36132
Dear Mr. Armstrong:
We have reviewed your September 8, 2106 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not bel ieve our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments i n our September 1, 2016 letter.
Opinion of the Financial Advis or to the PAGP GP Board, page 60
1. Please disclose all of the analyses that Jeffries presented to the PAGP board in connection with the rendering of its opinion, and include summaries of all the material analyses . In that regard, we note that there appears to be no discussion in the proxy statement of the historical exchange ratio analysis or the accretion / dilution analysis.
2. At page 63, you state that the advisor “ may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described below shou ld not be taken to be Jefferi es’ view of the actual value .” If the advisor weighted any summarized analysis less than any other analysis, expand the disclosure to briefly identify such analysis or analyses and explain why the advisor weighted it (or them) differently.
Greg L. Armstrong Plains GP Holdings, L.P. September 20 , 2016 Page 2
Closing Comme nts
You may contact Irene Barberena -Meissner, Attorney -Adviser, at (202) 551 -6548 or, in her absence, Timothy S. Levenberg, Special Counsel , at (202) 551 -3707 with any questions.
Sincerely,
/s/H. Roger Schwall
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Mail Stop 4628 September 20, 2016 Greg L. Armstrong Chief Executive Officer Plains GP Holdings, L.P. 333 Clay Street, Suite 1600 Houston, TX 77002 Re: Plains GP Holdings, L.P. Revised Preliminary Proxy Statement on Schedule 14A Filed September 9 , 2016 File No. 1 -36132 Dear Mr. Armstrong: We have reviewed your September 8, 2106 response to our comment letter and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not bel ieve our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments i n our September 1, 2016 letter. Opinion of the Financial Advis or to the PAGP GP Board, page 60 1. Please disclose all of the analyses that Jeffries presented to the PAGP board in connection with the rendering of its opinion, and include summaries of all the material analyses . In that regard, we note that there appears to be no discussion in the proxy statement of the historical exchange ratio analysis or the accretion / dilution analysis. 2. At page 63, you state that the advisor “ may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that the range of valuations resulting from any particular analysis described below shou ld not be taken to be Jefferi es’ view of the actual value .” If the advisor weighted any summarized analysis less than any other analysis, expand the disclosure to briefly identify such analysis or analyses and explain why the advisor weighted it (or them) differently. Greg L. Armstrong Plains GP Holdings, L.P. September 20 , 2016 Page 2 Closing Comme nts You may contact Irene Barberena -Meissner, Attorney -Adviser, at (202) 551 -6548 or, in her absence, Timothy S. Levenberg, Special Counsel , at (202) 551 -3707 with any questions. Sincerely, /s/H. Roger Schwall H. Roger Schwall Assistant Director Office of Natural Resources cc: Alan Beck , Esq. Vinson & Elkins LLP