Why did PAA take out a new term loan?

The filing shows PAA used the new $1.1 billion senior unsecured term loan to repay the EPIC Term Loan under the EPIC Credit Agreement, which was terminated on December 1, 2025, after PAA acquired EPIC Crude Holdings on October 31, 2025.

When must the new term loan be repaid?

The term loan matures on the two-year anniversary of the closing date. It must also be prepaid in full within seven business days after the closing of the sale of PAA's Canadian natural gas liquids business to Keyera Corp.

What are the borrowing costs on the term loan?

Borrowings accrue interest at Term SOFR plus 1.125% or Base Rate plus 0.125% until the first anniversary of closing. After that, the applicable rates increase to 1.250% for Term SOFR loans and 0.250% for Base Rate loans.

Are there restrictions on distributions to unitholders?

Yes. The term loan prohibits declaring or making distributions on, or purchases or redemptions of, PAA's equity interests if a Default or Event of Default has occurred and is continuing or would result from the action.

Can PAA prepay the term loan early?

Yes. PAA may prepay amounts outstanding under the Term Loan Agreement at any time, in whole or in part, without premium or penalty.

PAA/PAAPU 8-K: Material Agreements & Financial Events

01—Abstract

Summary

Summary of the 8-K filed December 3, 2025. Cited figures are marked; the original filing is the authoritative source.

Plains All American Pipeline, L.P.

(PAA) reported in this Form 8-K, dated December 3, 2025, a refinancing of acquisition debt tied to its purchase of EPIC Crude Holdings. On October 31, 2025, PAA, through a wholly-owned subsidiary, acquired 100% of the equity interests in EPIC Crude Holdings, LP and the membership interests in EPIC Crude Holdings GP, LLC, which own and operate the EPIC Crude Oil Pipeline. The EPIC Credit Agreement provided a $1.2 billion^a term loan and a $125.0 million revolving credit facility, with approximately $1.1 billion outstanding under the term loan as of December 1, 2025 and no revolver borrowings.

On December 1, 2025, PAA terminated the EPIC Credit Agreement and repaid all amounts outstanding. To fund this, PAA entered into a $1.1 billion^b senior unsecured term loan agreement on November 26, 2025 with PNC Bank, National Association as administrative agent. The loan is to be funded on or before December 2, 2025 and matures on the two-year anniversary of the closing date.

PAA may prepay it at any time without premium or penalty. The filing states that the closing of the previously announced sale of PAA's Canadian natural gas liquids business to Keyera Corp. will trigger mandatory prepayment of all amounts outstanding within seven business days of that closing. The term loan bears interest at Term SOFR or Base Rate plus an applicable rate.

For Term SOFR loans this is 1.125%^c until the first anniversary of closing and 1.250% thereafter. The agreement includes customary investment-grade covenants limiting liens, indebtedness, asset sales, mergers, affiliate transactions and burdensome agreements, and it restricts distributions on equity interests during any continuing default. A quarterly financial covenant limits Consolidated Funded Indebtedness to adjusted Consolidated EBITDA of no greater than 5.00 to 1.00, rising to 5.50 to 1.00 during an Acquisition Period.

02—Key points

Key Highlights

PAA acquired 100% of EPIC Crude Holdings, LP and EPIC Crude Holdings GP, LLC on October 31, 2025; these entities own and operate the EPIC Crude Oil Pipeline.
The EPIC Credit Agreement ($1.2 billion term loan and $125.0 million revolver) was terminated on December 1, 2025, with about $1.1 billion of term loan borrowings repaid.
PAA entered into a $1.1 billion senior unsecured term loan with PNC Bank, National Association, dated November 26, 2025, funded on or before December 2, 2025.
The new term loan matures two years after closing and can be prepaid at any time without premium or penalty.
Closing of the sale of PAA's Canadian natural gas liquids business to Keyera Corp. will trigger mandatory prepayment of the term loan within seven business days.
Pricing is Term SOFR plus 1.125% (rising to 1.250% after the first anniversary) or Base Rate plus 0.125% (rising to 0.250%).
The quarterly leverage covenant caps Consolidated Funded Indebtedness to adjusted Consolidated EBITDA at 5.00 to 1.00, or 5.50 to 1.00 during an Acquisition Period.

03—Questions

Frequently Asked Questions

Why did PAA take out a new term loan?
The filing shows PAA used the new $1.1 billion senior unsecured term loan to repay the EPIC Term Loan under the EPIC Credit Agreement, which was terminated on December 1, 2025, after PAA acquired EPIC Crude Holdings on October 31, 2025.
When must the new term loan be repaid?
The term loan matures on the two-year anniversary of the closing date. It must also be prepaid in full within seven business days after the closing of the sale of PAA's Canadian natural gas liquids business to Keyera Corp.
What are the borrowing costs on the term loan?
Borrowings accrue interest at Term SOFR plus 1.125% or Base Rate plus 0.125% until the first anniversary of closing. After that, the applicable rates increase to 1.250% for Term SOFR loans and 0.250% for Base Rate loans.
Are there restrictions on distributions to unitholders?
Yes. The term loan prohibits declaring or making distributions on, or purchases or redemptions of, PAA's equity interests if a Default or Event of Default has occurred and is continuing or would result from the action.
Can PAA prepay the term loan early?
Yes. PAA may prepay amounts outstanding under the Term Loan Agreement at any time, in whole or in part, without premium or penalty.

04—Continue

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