01—Abstract
Summary
Summary of the 8-K filed November 14, 2025. Cited figures are marked; the original filing is the authoritative source.
On November 14, 2025, Plains All American Pipeline, L.P.
("PAA") and PAA Finance Corp. completed a public offering of $750 milliona aggregate principal amount of senior notes, consisting of $300 million of 4.700% Senior Notes due 2031 and $450 million of 5.600% Senior Notes due 2036. The notes were issued as additional issuances of existing series first issued on September 8, 2025, with $700 million (2031 Notes) and $550 million (2036 Notes) originally issued that day. Following this offering, each series has $1 billion aggregate principal outstanding, and the new notes share the same CUSIP and trade interchangeably with the initial notes.
The notes are PAA's senior unsecured obligations, ranking equally with its existing and future senior debt and senior to future subordinated debt, and are effectively subordinated to secured debt to the extent of collateral value. Interest is payable each January 15 and July 15, beginning January 15, 2026. The Indenture contains covenants restricting sale and leaseback transactions, liens, mergers and asset transfers, subject to exceptions, along with customary events of default, including payment defaults on other indebtedness of $150.0 millionb or more.
The offering was made under an underwriting agreement dated November 10, 2025 with Citigroup Global Markets Inc., CIBC World Markets Corp., RBC Capital Markets, LLC, and SMBC Nikko Securities America, Inc. as representatives, and was sold under a shelf registration statement on Form S-3 filed September 6, 2024. The filing describes the terms in summary form and refers to the prospectus supplement dated November 10, 2025 for full details.
02—Key points
Key Highlights
- PAA and PAA Finance Corp. completed a $750 million debt offering on November 14, 2025.
- The offering comprised $300 million of 4.700% Senior Notes due 2031 and $450 million of 5.600% Senior Notes due 2036.
- Following the offering, each series has $1 billion aggregate principal outstanding.
- The new notes form a single series with the September 8, 2025 notes and share the same CUSIP.
- Interest is payable semi-annually on January 15 and July 15, commencing January 15, 2026.
- The notes are senior unsecured obligations, effectively subordinated to secured debt to the extent of collateral value.
- The Indenture includes covenants limiting sale and leaseback transactions, liens, mergers, and asset sales, subject to exceptions.
03—Questions
Frequently Asked Questions
What did Plains All American Pipeline issue in this offering?
The issuers sold $750 million aggregate principal amount of senior notes, consisting of $300 million of 4.700% Senior Notes due 2031 and $450 million of 5.600% Senior Notes due 2036.
Are the new notes separate from earlier debt issued by PAA?
No. The additional 2031 and 2036 Notes are part of the same series as the initial notes issued on September 8, 2025, have identical terms, share the same CUSIP, and trade interchangeably with those notes.
When do the notes mature and when is interest paid?
The 2031 Notes mature on January 15, 2031, and the 2036 Notes mature on January 15, 2036. Interest is payable on January 15 and July 15 each year, starting January 15, 2026.
How are the notes ranked relative to other PAA debt?
The notes are senior unsecured obligations that rank equally with PAA's existing and future senior debt and senior to future subordinated debt. They are effectively subordinated to secured debt to the extent of the value of the collateral.
What events of default could make the notes immediately due?
Events of default include non-payment of interest continued for 60 days, non-payment of principal or premium, certain covenant failures subject to notice and grace periods, payment defaults or accelerations on other PAA indebtedness totaling $150.0 million or more, and certain bankruptcy or insolvency events. If an event of default is continuing, the Trustee or holders of at least 25% of the outstanding notes may declare the amounts due.
04—Continue