Plains All American Announces Pricing of Public Offering of $1.25 Billion of Senior Notes

Rhea-AI Summary

Plains All American Pipeline (Nasdaq: PAA) has priced a significant public offering of $1.25 billion in senior notes, comprising $700 million of 4.70% notes due 2031 and $550 million of 5.60% notes due 2036. The offering, expected to close on September 8, 2025, will generate net proceeds of approximately $1,236.5 million.

The proceeds will be used to redeem PAA's 4.65% Senior Notes due October 2025 and partially fund the acquisition of a 55% non-operated interest in EPIC Crude Holdings, LP. Any remaining funds will be allocated to general partnership purposes. The offering's closing is not contingent on either the redemption or the EPIC acquisition.

Positive

• None.

Negative

• Increased debt load with new $1.25 billion senior notes
• Higher interest rates on new notes (4.70% and 5.60%) compared to existing 4.65% notes being redeemed
• Notes priced slightly below face value, indicating some market discount

Insights

Corporate Finance Specialist

PAA raises $1.25B through senior notes offering to refinance debt and fund strategic acquisition, enhancing financial flexibility.

Plains All American Pipeline has successfully priced a $1.25 billion public offering of senior unsecured notes in two tranches: $700 million of 4.70% notes due 2031 and $550 million of 5.60% notes due 2036. This debt issuance represents a strategic financial maneuver with dual objectives.

The company plans to use the net proceeds of approximately $1.24 billion primarily to redeem its 4.65% Senior Notes due October 2025, effectively extending its debt maturity profile and managing near-term obligations. The remaining funds will partially finance PAA's acquisition of a 55% non-operated interest in EPIC Crude Holdings, LP.

The offering's pricing structure is particularly noteworthy. Both tranches are priced at slight discounts to face value (99.865% and 99.798% respectively), which is fairly typical for corporate bond offerings in the current interest rate environment. The 4.70% yield on the 2031 notes and 5.60% on the 2036 notes reflect the longer duration risk of the latter tranche.

What's significant here is the company's proactive liability management. By refinancing debt coming due next month while simultaneously securing funding for a strategic acquisition, PAA is efficiently addressing both immediate financial needs and future growth opportunities in a single capital markets transaction. The unconditionality between the offering, redemption, and acquisition provides management with flexibility in execution timing.

HOUSTON, Sept. 03, 2025 (GLOBE NEWSWIRE) -- Plains All American Pipeline, L.P. (Nasdaq: PAA) today announced that it and PAA Finance Corp., a wholly owned subsidiary of PAA, as co-issuer, have priced an underwritten public offering (the "Offering") of $1.25 billion aggregate principal amount of debt securities, consisting of $700 million aggregate principal amount of 4.70% senior unsecured notes due 2031 and $550 million aggregate principal amount of 5.60% senior unsecured notes due 2036, at a price to the public of 99.865% and 99.798% of their face value, respectively. The Offering is expected to close on September 8, 2025, subject to the satisfaction of customary closing conditions.

PAA intends to use the proceeds, after the underwriter discounts and our expenses, of approximately $1,236.5 million from the Offering to redeem the 4.65% Senior Notes due October 2025 (the “Redemption”) and to use the remaining net proceeds to fund a portion of the purchase price of the acquisition of a 55% non-operated interest in EPIC Crude Holdings, LP (the “EPIC Acquisition”) and, pending such uses, for general partnership purposes, which may include, among other things, intra-group lending and related transactions, repayment of indebtedness, acquisitions, capital expenditures and additions to working capital. If we do not complete the EPIC Acquisition, we expect to use the portion of the net proceeds from the Offering related thereto for general partnership purposes as described above.

The closing of the Offering is not conditioned on the consummation of either the Redemption or the EPIC Acquisition. In addition, the consummation of the Offering is not a condition to the consummation of either the Redemption or the EPIC Acquisition. No assurance can be given that the Redemption or the EPIC Acquisition will ultimately be completed on the terms currently contemplated or at all.

BofA Securities, Inc., Barclays Capital Inc., PNC Capital Markets LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC are acting as joint book-running managers for the Offering.

The Offering is being made pursuant to an effective shelf registration statement on Form S-3 previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and may only be made by means of a base prospectus and accompanying prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended, copies of which may be obtained from the underwriters as follows:

BofA Securities, Inc. 201 North Tyron Street NC1-022-02-25 Charlotte, North Carolina 28255-0001 Attn: Prospectus Department Email: dg.prospectus_requests@bofa.com Telephone (toll-free): 1-800-294-1322	Barclays Capital Inc. c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, New York 11717 Email: barclaysprospectus@broadridge.com Telephone: 1-888-603-5847
PNC Capital Markets LLC 300 Fifth Avenue, 10th Floor Pittsburgh, Pennsylvania 15222 Telephone: 1-855-881-0697	TD Securities (USA) LLC 1 Vanderbilt Avenue, 11th Floor New York, New York 10017 Telephone: 1-855-495-9846
Wells Fargo Securities, LLC 608 2nd Avenue South, Suite 1000 Minneapolis, Minnesota 55402 Attention: WFS Customer Service Telephone (toll-free): 1-800-645-3751 Email: wfscustomerservice@wellsfargo.com

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Additionally, this news release shall not constitute an offer to purchase or the solicitation of an offer to sell any 4.65% Senior Notes due October 2025, nor does it constitute a notice of redemption under the indenture governing the 4.65% Senior Notes due October 2025.

Forward-Looking Statements
This news release may include certain statements concerning expectations for the future that are forward-looking statements as defined by federal law, including without limitation statements regarding the Offering, the Redemption and the EPIC Acquisition. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond management's control. An extensive list of factors that can affect future results are discussed in PAA's Annual Report on Form 10-K, the registration statement as discussed herein and other documents filed from time to time with the SEC. PAA undertakes no obligation to update or revise any forward-looking statement to reflect new information or events.

About Plains
PAA is a publicly traded master limited partnership that owns and operates midstream energy infrastructure and provides logistics services for crude oil and natural gas liquids (NGL). PAA owns an extensive network of pipeline gathering and transportation systems, in addition to terminalling, storage, processing, fractionation and other infrastructure assets serving key producing basins, transportation corridors and major market hubs and export outlets in the United States and Canada. On average, PAA handles over 8 million barrels per day of crude oil and NGL.

PAA is headquartered in Houston, Texas.

Investor Relations Contacts:
Blake Fernandez
Michael Gladstein
plainsIR@plains.com
(866) 809-1291

FAQ

What is the size and structure of Plains All American's (PAA) new debt offering?

PAA priced a $1.25 billion public offering of senior notes, consisting of $700 million of 4.70% notes due 2031 and $550 million of 5.60% notes due 2036.

How will Plains All American (PAA) use the proceeds from the $1.25B offering?

The proceeds will be used to redeem the 4.65% Senior Notes due October 2025 and partially fund the acquisition of a 55% stake in EPIC Crude Holdings, LP, with remaining funds for general partnership purposes.

What are the interest rates for PAA's new senior notes?

The senior notes carry interest rates of 4.70% for the 2031 notes and 5.60% for the 2036 notes.

When will Plains All American's (PAA) new senior notes offering close?

The offering is expected to close on September 8, 2025, subject to customary closing conditions.

Which banks are managing Plains All American's debt offering?

The joint book-running managers are BofA Securities, Barclays Capital, PNC Capital Markets, TD Securities, and Wells Fargo Securities.