01—Abstract
Summary
Summary of the 8-K filed September 14, 2026. Cited figures are marked; the original filing is the authoritative source.
On September 14, 2026, Plains All American Pipeline, L.P.
(PAA) completed a public offering of two series of junior subordinated notes due 2056: $700,000,000a of 6.750% Series A Junior Subordinated Notes and $800,000,000 of 7.000% Series B Junior Subordinated Notes. The notes were issued under a Subordinated Indenture with U.S. Bank Trust Company, National Association, as trustee, as supplemented by First and Second Supplemental Indentures, each dated September 14, 2026. The offering was made under the company's Form S-3 shelf registration (No. 333-281967) and described in a prospectus supplement dated September 9, 2026.
Underwriters are represented by J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Truist Securities, Inc., under an underwriting agreement dated September 9, 2026. The notes mature on December 15, 2056, with semiannual interest payable on June 15 and December 15, beginning June 15, 2027.
The Series A rate resets on December 15, 2031, and the Series B rate resets on December 15, 2036, and every five years thereafter, based on the then-applicable Five-Year U.S. Treasury Rate plus a spread. Resets cannot take the rate below the initial coupon. PAA may redeem the Series A and Series B notes during the 90 days before the applicable first reset date and on any applicable interest payment date thereafter, and may redeem at other times as permitted by the indenture.
The notes are unsecured and junior in right of payment to PAA's existing and future senior indebtedness, rank equally with any future unsecured debt that is expressly structured to rank equally, and are not guaranteed by any subsidiaries. The filing incorporates the full terms by reference to the indenture exhibits.
02—Key points
Key Highlights
- Issued $700.0 million of 6.750% Series A Junior Subordinated Notes and $800.0 million of 7.000% Series B Junior Subordinated Notes, both due December 15, 2056, for total principal of $1.5 billion.
- Series A interest rate resets on December 15, 2031; Series B resets on December 15, 2036; further resets every five years thereafter based on the Five-Year U.S. Treasury Rate plus a spread, with a floor at the initial rate.
- Interest is payable semiannually on June 15 and December 15, starting June 15, 2027.
- PAA may redeem the notes in the 90 days before each first reset date and on applicable interest payment dates, and at other times under the indenture.
- The notes are unsecured, junior and subordinate to PAA's existing and future senior indebtedness, and are not guaranteed by subsidiaries.
- Offered under the Form S-3 shelf registration (No. 333-281967) and prospectus supplement dated September 9, 2026; underwriters include J.P. Morgan, Citigroup, Mizuho, MUFG and Truist.
- Filing also includes a legal opinion from Vinson & Elkins L.L.P. (Exhibit 5.1) and the indenture and supplemental indentures as exhibits.
03—Questions
Frequently Asked Questions
How much debt did Plains All American raise and what are the coupons?
PAA sold $700,000,000 of 6.750% Series A Junior Subordinated Notes and $800,000,000 of 7.000% Series B Junior Subordinated Notes, for $1.5 billion of aggregate principal.
When do the notes mature and when do interest payments begin?
Both series mature on December 15, 2056. Interest is paid on June 15 and December 15 each year, with the first payment on June 15, 2027.
When can the interest rates change?
The Series A rate resets on December 15, 2031, and the Series B rate resets on December 15, 2036, and then every five years. The new rate is based on the Five-Year U.S. Treasury Rate plus a spread and cannot fall below the initial rate.
Can PAA redeem the notes early?
Yes. PAA may redeem the notes during the 90 days before each applicable reset date and on any applicable interest payment date afterward. It may also redeem at other times under the terms of the indenture.
How do the notes rank relative to other PAA debt?
The notes are unsecured and junior in right of payment to PAA's existing and future senior indebtedness. They rank equally with any future unsecured debt that is structured to rank equally, and no subsidiaries guarantee them.
04—Continue