Plains GP (PAGP)
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Plains GP Holdings' Reinvigorated 1099 Distribution Is Backed By Ample Cash Flow
Seeking Alpha· 2024-04-30 07:54
Energy Extraction On America's Plains Ramon Cliff/iStock Editorial via Getty Images It is not too late to initiate a position in Plains GP Holdings, L.P. Class A (NASDAQ:PAGP), despite doubling the return of the S&P 500 over the past year. This large, high-quality MLP has produced a trailing 12-month total return over 40% compared to the S&P 500's 22% as of the end of April. Future performance may not be as vigorous but, ample cash flow and management's commitment to future distribution growth, suggest PAGP ...
Plains GP (PAGP) - 2023 Q4 - Annual Report
2024-02-28 16:00
Financial Structure and Debt Management - As of December 31, 2023, PAA's long-term debt comprised approximately 99% of its publicly-traded senior notes[35] - PAA targets a leverage multiple averaging between 3.25x to 3.75x, with an average long-term debt-to-total capitalization ratio of approximately 50% or less[36] - The average total debt-to-total capitalization ratio is targeted to be approximately 60% or less[36] - Since 1998, the company has completed acquisitions totaling approximately $2.7 billion and asset sales exceeding $4.9 billion, reflecting a strategic focus on optimizing its asset portfolio[102] - The total investment capital for the year ending December 31, 2024, is projected to be approximately $465 million, with over half associated with the Permian JV[104] - Maintenance capital for 2024 is projected to be approximately $250 million, with $230 million net to the company's interest[104] Infrastructure and Operations - The Crude Oil segment includes 18,335 miles of active crude oil transportation pipelines and gathering systems, with a commercial storage capacity of 72 million barrels[47] - The average daily volumes transported on crude oil pipelines for the year ended December 31, 2023, totaled 8,460 thousand barrels[47] - The Permian Basin gathering pipelines represent approximately 3.8 million barrels per day of pipeline capacity, with 75% of this capacity located in the Delaware Basin[52] - PAA operates a condensate processing facility in the Eagle Ford area with an aggregate processing capacity of 120,000 barrels per day[47] - The Eagle Ford Pipeline has a total capacity of approximately 660,000 barrels per day, connecting production from the Permian and Eagle Ford areas to Corpus Christi, Texas refiners and terminals[60] - The Basin Pipeline, with an 87% ownership interest, serves as the primary route for transporting crude oil from the Permian Basin to Cushing, Oklahoma, with multiple origination locations[60] - The Cactus II Pipeline, operated by the company, has a capacity of approximately 670,000 barrels per day and connects directly to the Corpus Christi market[60] - The company's Cushing terminal has a commercial storage capacity of 27 million barrels and is a key delivery point for NYMEX light sweet crude oil futures contracts[66] - The Capline Pipeline, in which the company holds a 54% interest, extends from Patoka, Illinois to St. James, Louisiana, supported by long-term shipper commitments[68] - The Diamond Pipeline, operated by the company, has a total capacity of approximately 200,000 barrels per day, extending from the Cushing Terminal to Valero's refinery in Memphis, Tennessee[69] - The NGL segment includes seven fractionation plants with an aggregate usable capacity of approximately 171,000 barrels per day[78] - The company operates a condensate processing facility in La Salle County, Texas, stabilizing condensate sourced from the Eagle Ford area[62] - The NGL storage facilities have a total capacity of approximately 24 million barrels[78] - The company owns and operates approximately 1,565 miles of active NGL transportation pipelines[78] - The Empress plants have a processing capacity of up to 5.7 Bcf of natural gas per day, typically operating in the 3.0 to 4.0 Bcf per day range, producing approximately 50,000 to 85,000 barrels per day of ethane and 30,000 to 50,000 barrels per day of NGL mix[83] - The Fort Saskatchewan facility has an inlet design capacity of 88,400 barrels per day and can produce approximately 44,400 barrels per day of propane, butane, and condensate[85] - The Sarnia fractionator can process an average of approximately 100,000 barrels per day of NGL products, with ownership stakes ranging from 61% to 85%[86] Market and Commodity Risks - In 2023, the WTI price fluctuated between approximately $67 and $94 per barrel, indicating significant commodity price volatility[87] - ExxonMobil accounted for 26%, 20%, and 15% of revenues for the years ended December 31, 2023, 2022, and 2021, respectively, highlighting customer concentration risk[94] - The company employs various financial risk management tools to mitigate risks associated with commodity price fluctuations and market volatility[90] - PAA's profitability is dependent on the volume of crude oil, natural gas, and NGL shipped, which can be negatively impacted by external factors[224] - Competition in the industry poses risks to PAA's profitability, with competitors potentially having significantly greater capital resources[227] - Fluctuations in supply and demand for crude oil and hydrocarbons can negatively affect PAA's operating results, influenced by global economic conditions and geopolitical events[231] - Excess global supply of crude oil may decrease prices, impacting profitability in areas serviced by PAA[232] - Demand fluctuations, such as refinery shutdowns, can reduce throughput on PAA's transportation systems, negatively affecting operating results[233] Regulatory and Compliance Issues - The company is subject to extensive legal requirements and regulations, which increase the overall cost of doing business and may affect profitability[105] - The company is required to report GHG emissions from certain facilities, with two facilities subject to federal GHG reporting requirements in 2023[124] - California has implemented a GHG cap-and-trade program, requiring finished fuels providers to purchase GHG emission credits[125] - Future regulations on GHG emissions could result in material increased compliance costs and reduced demand for petroleum-based fuels[126] - The U.S. Federal Water Pollution Control Act imposes strict controls on pollutant discharge into navigable waters, with penalties for non-compliance[128] - The U.S. Oil Pollution Act subjects facility owners to significant liability for oil spill containment and removal costs[129] - The Energy Policy Act of 2005 allows FERC to impose civil penalties for violations of the Interstate Commerce Act, with penalties for 2024 set at $16,170 per day per violation[138] - The Federal Trade Commission has regulations to prohibit market manipulation in the petroleum industry, with civil penalties up to $1.5 million per violation per day[147] - The Dodd-Frank Act expands the CFTC's authority to prohibit market manipulation, with penalties up to $1.23 million or triple the monetary gain for each violation[147] - Compliance with new cybersecurity directives from the Transportation Security Administration may significantly impact operations[145] - Canadian pipeline assets are regulated by the CER and provincial regulators, which can impose conditions on rates and terms of service[140] Workforce and Employee Management - As of December 31, 2023, the company employed approximately 4,200 people in North America, with about 3,000 in the U.S. and 1,200 in Canada[152] - Approximately 69% of the workforce, or about 2,900 employees, are field employees, including around 800 in the trucking division[152] - The company has a commitment to diversity, with approximately 21% of the overall workforce being female and under-represented groups comprising about 35% of the U.S. workforce[154] - The company has established a Health, Safety, Environmental and Sustainability (HSES) Committee to enhance its focus on safety and sustainability matters[153] - The company offers comprehensive benefits, including health insurance, retirement savings plans, and mental health resources, to attract and retain employees[157] - The company prioritizes employee training and leadership development, providing programs in various operational and management areas[156] - The company has a performance-based annual bonus program that includes components tied to safety and environmental performance targets[153] Shareholder and Tax Considerations - Distributions on Class A shares will be treated as dividends for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits[169] - Non-U.S. holders may be subject to a 30% U.S. withholding tax on distributions unless an applicable income tax treaty provides for a lower rate[170] - Non-U.S. holders must provide IRS Form W-8BEN or W-8BEN-E to claim reduced withholding tax rates[171] - Gain on the sale of Class A shares by non-U.S. holders may be subject to U.S. federal income tax at a rate of 30% if certain conditions are met[172] - A corporation is considered a U.S. real property holding corporation (USRPHC) if the fair market value of its U.S. real property interests equals or exceeds 50% of its worldwide real property interests[174] - Backup withholding will not apply if the non-U.S. holder certifies its non-U.S. status using IRS Form W-8BEN or W-8BEN-E[176] - Payments from the sale of Class A shares through a U.S. broker may be subject to information reporting and backup withholding unless an exemption is established[177] - FATCA imposes a 30% withholding tax on dividends paid to foreign financial institutions or non-financial foreign entities unless certain conditions are met[180] - The partnership structure carries inherent risks, including cash flow dependency on PAA's ability to make distributions[185] - PAA's cash flow is entirely dependent on its ability to make cash distributions to AAP, which currently consists exclusively of cash distributions from PAA[191] - At December 31, 2023, AAP owned approximately 84% limited partner interest in AAP, which owned approximately 232.7 million PAA common units[193] - Cash distributions from PAA may fluctuate based on its performance, and may occur during periods of losses or not occur during periods of profits[193] - PAA's distributions to AAP may be limited by various factors, including increased expenses, capital requirements, and restrictions in credit facilities[192][196] - The partnership structure carries inherent risks, including tax risks and potential changes in tax treatment that could reduce cash available for distribution[190] - PAA's ability to comply with credit facility restrictions may be affected by external economic conditions, which could limit distributions to AAP[196] - The issuance of additional Class A shares or other equity securities could dilute existing shareholders' ownership and reduce cash available for distribution[201] - If PAA's general partner is removed, AAP may lose its ability to manage and control PAA, impacting its investment[202] - The market price of Class A shares may be volatile, influenced by factors unrelated to operating performance[208] - Cash distributions are not guaranteed and may fluctuate with PAA's performance and the establishment of financial reserves[190] - As of December 31, 2023, the Legacy Owners held approximately 16% of the combined voting power of Class A and Class B shares[212] - The gross deferred tax asset was approximately $1.3 billion as of December 31, 2023, with no valuation allowance required[213] - Future sales of Class A shares could reduce the share price and may have a dilutive effect on shareholders[210] Strategic Partnerships and Joint Ventures - The company is engaged in over 25 joint venture arrangements, which provide strategic alignment and volume commitments, enhancing operational efficiency[100]
Plains GP (PAGP) - 2023 Q4 - Earnings Call Presentation
2024-02-09 16:53
▪ This presentation also contains non-GAAP financial measures relating to PAA, such as Adjusted EBITDA attributable to PAA, Implied DCF and Adjusted Free Cash Flow measures. A reconciliation of these historical measures to the most directly comparable GAAP measures is available in the Investor Relations section of PAA's and PAGP's website at www.plains.com, select "PAA" or "PAGP," navigate to the "Financial Information" tab, then click on "Non-GAAP Reconciliations." PAA does not provide a reconciliation of ...
Plains GP Holdings: Solid Financials Supports 8% Dividend Yield
Seeking Alpha· 2023-12-22 04:42
imaginima Investment Thesis Plains GP Holdings (NASDAQ:PAGP) owns and manages midstream energy infrastructure in Canada and the United States. The company has a long history of solid dividend payments. In this report, I will examine sustainability of dividend payments by analyzing the company's financial performance. I will also be analyzing the valuation of the company with the help of relative P/E valuation method. About PAGP PAGP mainly focuses on owning and operating midstream energy infrastructure in C ...
Plains GP (PAGP) - 2023 Q3 - Quarterly Report
2023-11-07 16:00
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________ FORM 10-Q ________________________________________________________________________________________________________________________________ ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA ...
Plains GP (PAGP) - 2023 Q3 - Earnings Call Transcript
2023-11-05 10:12
Plains GP Holdings, L.P. (NASDAQ:PAGP) Q3 2023 Earnings Conference Call November 3, 2023 10:00 AM ET Company Participants Blake Fernandez - Vice President of Investor Relations Willie Chiang - Chairman & Chief Executive Officer Al Swanson - Executive Vice President & Chief Financial Officer Jeremy Goebel - Executive Vice President & Chief Commercial Officer Conference Call Participants Michael Blum - Wells Fargo Brian Reynolds - UBS Gabriel Moreen - Mizuho Keith Stanley - Wolfe Research Neel Mitra - Bank of ...
Plains GP (PAGP) - 2023 Q2 - Quarterly Report
2023-08-08 16:00
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________ FORM 10-Q ________________________________________________________________________________________________________________________________ ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE A ...
Plains GP (PAGP) - 2023 Q1 - Quarterly Report
2023-05-09 16:00
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________________________________________________ FORM 10-Q ________________________________________________________________________________________________________________________________ Delaware 90-1005472 333 Clay Street, Suite 1600 Houston, Texas 77002 ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITI ...
Plains GP (PAGP) - 2022 Q4 - Annual Report
2023-02-28 16:00
Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 1-36132 PLAINS GP HOLDINGS, L.P. (Exact name of registrant as specified in its charter) Delaware 90-1005472 (State or other ...
Plains GP (PAGP) - 2022 Q3 - Quarterly Report
2022-11-07 16:00
PART I. FINANCIAL INFORMATION [Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS%3A) This section presents the unaudited condensed consolidated financial statements for Plains GP Holdings, L.P. as of September 30, 2022, and for the three and nine months ended September 30, 2022 and 2021. It includes the balance sheets, statements of operations, comprehensive income, cash flows, and changes in partners' capital, along with detailed notes explaining the basis of presentation and significant accounting policies [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%3A%20As%20of%20September%2030%2C%202022%20and%20December%2031%2C%202021) Condensed Consolidated Balance Sheet Highlights (in millions) | Balance Sheet Item | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total current assets** | $5,576 | $6,140 | | **Property and equipment, net** | $14,569 | $14,909 | | **Total assets** | **$28,788** | **$29,978** | | **Total current liabilities** | $5,335 | $6,234 | | **Total long-term liabilities** | $9,381 | $9,567 | | **Total partners' capital** | $14,072 | $14,177 | | **Total liabilities and partners' capital** | **$28,788** | **$29,978** | - Total assets decreased to **$28.79 billion** as of September 30, 2022, from **$29.98 billion** at year-end 2021, primarily due to a decrease in current assets[11](index=11&type=chunk) [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%3A%20For%20the%20three%20and%20nine%20months%20ended%20September%2030%2C%202022%20and%202021) Statement of Operations Highlights (in millions, except per share data) | Metric | Q3 2022 | Q3 2021 | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | :--- | :--- | | **Total revenues** | $14,336 | $10,776 | $44,390 | $29,089 | | **Operating income/(loss)** | $624 | $(40) | $1,324 | $246 | | **Net income/(loss)** | $420 | $(50) | $868 | $130 | | **Net income/(loss) attributable to PAGP** | $71 | $(24) | $124 | $(24) | | **Basic and diluted EPS** | $0.36 | $(0.12) | $0.64 | $(0.12) | - For the nine months ended September 30, 2022, the company reported net income of **$868 million**, a significant improvement from the **$130 million** net income in the same period of 2021. This was driven by a **52.6%** increase in total revenues[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%3A%20For%20the%20nine%20months%20ended%20September%2030%2C%202022%20and%202021) Cash Flow Summary for Nine Months Ended Sep 30 (in millions) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $2,070 | $1,358 | | **Net cash (used in)/provided by investing activities** | $(291) | $478 | | **Net cash used in financing activities** | $(1,605) | $(1,704) | - Cash from operations increased by **52.4%** YoY to **$2.07 billion** for the first nine months of 2022. Cash used in investing activities was **$291 million**, compared to cash provided of **$478 million** in the prior year, mainly due to lower proceeds from asset sales[19](index=19&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements%3A) - PAGP's principal sources of cash flow are derived from its indirect investment in Plains All American Pipeline, L.P. (PAA), a major midstream service provider in North America with operations in Crude Oil and NGL segments[23](index=23&type=chunk)[25](index=25&type=chunk) - In Q4 2021, the company reorganized its reporting structure from three segments (Transportation, Facilities, Supply and Logistics) into two: Crude Oil and NGL. All prior period data has been recast to reflect this change[34](index=34&type=chunk)[114](index=114&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=38&type=section&id=Item%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the company's financial condition, operating results, and liquidity. Key highlights include increased net income driven by favorable NGL margins and higher crude oil pipeline volumes. The report details segment performance, capital allocation, including a planned distribution increase, and liquidity status, noting total available liquidity of $3.3 billion [Executive Summary](index=38&type=section&id=Executive%20Summary) - For the first nine months of 2022, net income rose to **$868 million** from **$130 million** in the prior-year period. This increase was primarily driven by more favorable margins in the NGL segment and increased earnings from crude oil pipelines due to higher volumes and prices[126](index=126&type=chunk) - Results for the first nine months of 2022 included a **$46 million** net gain on asset sales, contrasting with a **$592 million** net loss on asset sales and impairments in the same period of 2021[127](index=127&type=chunk) [Results of Operations](index=39&type=section&id=Results%20of%20Operations) Crude Oil Segment Performance (in millions) | Metric | Q3 2022 | Q3 2021 | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | :--- | :--- | | **Segment Adjusted EBITDA** | $536 | $459 | $1,482 | $1,486 | - The Crude Oil segment's Adjusted EBITDA for the first nine months of 2022 was flat compared to 2021, as higher pipeline volumes and favorable Canadian differentials were offset by the prior year's monetization of contango hedges and the sale of natural gas storage assets[156](index=156&type=chunk) NGL Segment Performance (in millions) | Metric | Q3 2022 | Q3 2021 | Nine Months 2022 | Nine Months 2021 | | :--- | :--- | :--- | :--- | :--- | | **Segment Adjusted EBITDA** | $86 | $54 | $367 | $144 | - The NGL segment's Adjusted EBITDA increased by **155%** for the first nine months of 2022, driven by higher realized frac spreads and increased NGL mix supply from its straddle plants[164](index=164&type=chunk) [Liquidity and Capital Resources](index=49&type=section&id=Liquidity%20and%20Capital%20Resources) - As of September 30, 2022, the company had approximately **$3.3 billion** of total liquidity, comprising **$2.6 billion** in available credit facility capacity and **$625 million** in cash and cash equivalents[171](index=171&type=chunk) - Projected capital expenditures for the full year 2022 are approximately **$330 million** for investment capital and **$220 million** for maintenance capital[176](index=176&type=chunk) - On March 1, 2022, PAA redeemed its 3.65%, **$750 million** senior notes due June 2022, using cash on hand and borrowings under its commercial paper program[182](index=182&type=chunk) - The company announced its intention to recommend a **$0.20** per unit/share annualized increase to its distribution for Q4 2022, to be paid in February 2023 if approved[191](index=191&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=54&type=section&id=Item%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is exposed to commodity price risk (crude oil, natural gas, NGL), interest rate risk, and risk from an embedded derivative in its PAA Series A preferred units. It uses derivative instruments to manage these risks. A 10% change in commodity prices would have a varied impact on the fair value of its derivative portfolio, while a 10% change in the forward LIBOR curve would change the fair value of interest rate derivatives by $17 million - The company is exposed to market risks from commodity prices, interest rates, and an embedded derivative (Preferred Distribution Rate Reset Option). It uses derivatives like futures, swaps, and options to hedge these risks[204](index=204&type=chunk)[205](index=205&type=chunk)[208](index=208&type=chunk)[209](index=209&type=chunk) Commodity Derivative Sensitivity to a 10% Price Change (in millions) | Commodity | Fair Value (Sep 30, 2022) | Effect of 10% Price Increase | Effect of 10% Price Decrease | | :--- | :--- | :--- | :--- | | Crude oil | $(40) | $(21) | $21 | | Natural gas | $49 | $24 | $(24) | | NGL and other | $223 | $(75) | $75 | | **Total** | **$232** | | | - A **10%** increase/decrease in the forward LIBOR curve would result in a **$17 million** increase/decrease in the fair value of the company's interest rate derivatives[208](index=208&type=chunk) - The embedded derivative related to the PAA Series A preferred units had a liability fair value of **$196 million**. A **10%** increase in the ten-year U.S. Treasury rate would increase this liability by **$36 million**[209](index=209&type=chunk) [Controls and Procedures](index=55&type=section&id=Item%204.%20CONTROLS%20AND%20PROCEDURES) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures (DCP) and concluded they were effective as of September 30, 2022. There were no material changes to the company's internal control over financial reporting during the third quarter of 2022 - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of September 30, 2022[212](index=212&type=chunk) - No changes in internal control over financial reporting occurred during the third quarter of 2022 that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[213](index=213&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=56&type=section&id=Item%201.%20LEGAL%20PROCEEDINGS) This section refers to Note 10 of the financial statements for details on legal proceedings. The most significant matter is the Line 901 incident from 2015. As of September 30, 2022, the estimated aggregate cost is approximately $730 million. A class action lawsuit was settled for $230 million, and a derivative lawsuit was also settled. Several other individual lawsuits remain pending - The company estimates the aggregate total cost for the May 2015 Line 901 incident will be approximately **$730 million**, which includes response costs, damages, fines, and settlements[108](index=108&type=chunk) - A class action lawsuit related to the Line 901 incident was settled for **$230 million**, with the payment made on October 27, 2022[104](index=104&type=chunk) - A unitholder derivative lawsuit related to the Line 901 incident was settled, with court approval on November 1, 2022. The settlement involves an insurer payment of approximately **$1.0 million** for attorneys' fees and covenants regarding board oversight[105](index=105&type=chunk) [Risk Factors](index=56&type=section&id=Item%201A.%20RISK%20FACTORS) This section refers to the risk factors detailed in the company's 2021 Annual Report on Form 10-K. No new or updated risk factors are presented in this quarterly report - For a discussion of risk factors, the report refers to Item 1A of the company's 2021 Annual Report on Form 10-K[217](index=217&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=Item%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) During the third quarter of 2022, the company issued 21,874 Class A shares in connection with the exercise of Exchange Rights by certain legacy owners. This issuance was exempt from registration under the Securities Act of 1933. There were no issuer purchases of equity securities during the period - During Q3 2022, certain legacy owners exercised their Exchange Right, resulting in the issuance of **21,874** Class A shares. This transaction was exempt from registration requirements[218](index=218&type=chunk) - The company reported no issuer purchases of its equity securities during the quarter[219](index=219&type=chunk) [Other Information](index=57&type=section&id=Item%205.%20OTHER%20INFORMATION) There is no other information to report for this item - The company reported no information for this item[222](index=222&type=chunk) [Exhibits](index=58&type=section&id=Item%206.%20EXHIBITS) This section lists all exhibits filed with the Form 10-Q, including amendments to credit agreements, forms of LTIP grant letters, and certifications by the CEO and CFO - Exhibits filed with the report include amendments to credit agreements, forms of Long-Term Incentive Plan (LTIP) grant letters, and required CEO and CFO certifications[224](index=224&type=chunk)[226](index=226&type=chunk)