01—Abstract
Summary
Summary of the 8-K filed January 15, 2025. Cited figures are marked; the original filing is the authoritative source.
Plains All American Pipeline, L.P.
("PAA") and its co-issuer PAA Finance Corp. completed a public offering on January 15, 2025 of $1 billiona aggregate principal amount of 5.950% Senior Notes due 2035. The notes mature on June 15, 2035, with interest payable each June 15 and December 15, commencing June 15, 2025. The Issuers may redeem some or all of the notes at any time prior to maturity at the redemption prices specified in the Indenture.
The notes are PAA's senior unsecured obligations, ranking equally in right of payment with all of PAA's existing and future senior debt and senior to its future subordinated debt. They are effectively subordinated to PAA's secured debt to the extent of the value of the collateral securing that debt. The Indenture contains limitations, subject to important exceptions, on sale and leaseback transactions, liens, mergers or consolidations, and asset transfers, along with customary events of default.
Notable default triggers include cross-payment defaults and accelerations on other PAA and subsidiary indebtedness totaling $150.0 millionb or more, and holders of at least 25% in principal amount of the notes may declare amounts due upon an event of default. The offering was made under the Issuers' Form S-3 shelf registration (No. 333-281967) filed September 6, 2024, pursuant to an underwriting agreement dated January 13, 2025 with J.P.
Morgan Securities LLC, BMO Capital Markets Corp., Mizuho Securities USA LLC and Scotia Capital (USA) Inc. as representatives. The Thirty-Fourth Supplemental Indenture is filed as Exhibit 4.1, and the underwriting agreement as Exhibit 1.1.
02—Key points
Key Highlights
- PAA and PAA Finance Corp. completed a $1 billion offering of 5.950% Senior Notes due 2035 on January 15, 2025.
- The notes mature June 15, 2035, with semi-annual interest payments on June 15 and December 15, starting June 15, 2025.
- The notes are senior unsecured obligations of PAA, pari passu with existing and future senior debt and effectively subordinated to secured debt.
- The Indenture limits sale and leaseback transactions, liens, mergers or consolidations, and asset transfers, subject to exceptions.
- Cross-default trigger for other indebtedness is set at $150.0 million or more in aggregate principal amount.
- The offering was conducted under a Form S-3 shelf registration filed September 6, 2024, with J.P. Morgan, BMO, Mizuho and Scotia Capital as representatives of the underwriters.
- The Thirty-Fourth Supplemental Indenture dated January 15, 2025 is filed as Exhibit 4.1.
03—Questions
Frequently Asked Questions
What did Plains All American Pipeline issue?
PAA and PAA Finance Corp. issued $1 billion aggregate principal amount of 5.950% Senior Notes due 2035 in a public offering completed on January 15, 2025.
When do the notes mature and when is interest paid?
The notes mature on June 15, 2035. Interest is payable each June 15 and December 15, commencing June 15, 2025.
Can the company redeem the notes early?
Yes. The Issuers may redeem some or all of the notes at any time and from time to time prior to maturity, at the redemption prices specified in the Indenture.
How do the notes rank relative to PAA's other debt?
The notes are senior unsecured obligations that rank equally with all existing and future senior debt, rank senior to future subordinated debt, and are effectively subordinated to secured debt to the extent of the collateral value.
Under what circumstances can holders accelerate the notes?
If an event of default occurs and is continuing, the Trustee or holders of at least 25% in principal amount of the outstanding notes may declare the principal, premium, if any, and accrued interest due. Certain bankruptcy, insolvency or reorganization defaults cause automatic acceleration.
04—Continue