Plains All Amer SEC Filings

Plains All American Pipeline, L.P. and PAA Finance Corp. are issuing $750 million of senior unsecured notes, split between $300 million of 4.700% notes due 2031 and $450 million of 5.600% notes due 2036. These are additional issuances to existing series first issued on September 8, 2025; after this offering, each series will have $1 billion outstanding.

The notes pay interest semi‑annually on January 15 and July 15, beginning January 15, 2026, and may be redeemed at make‑whole prices before their respective par call dates (December 15, 2030 for 2031 notes; October 15, 2035 for 2036 notes) and at 100% thereafter. There is no planned exchange listing.

Pricing resulted in gross proceeds of $299.6 million for the 2031 tranche and $452.3 million for the 2036 tranche, with net proceeds of approximately $744.8 million. The partnership intends to use the proceeds for general purposes, including debt repayment, intra‑group lending, capital expenditures and working capital. The notes rank equally with other senior unsecured debt and are effectively junior to secured debt, including approximately $1.1 billion outstanding under the EPIC Term Loan as of November 1, 2025.

Plains All American Pipeline, L.P. and PAA Finance Corp. plan an add-on public offering of senior unsecured notes: 4.700% notes due 2031 and 5.600% notes due 2036. These securities will be fungible with, and trade interchangeably with, the issuers’ existing notes of the same series first issued on September 8, 2025.

The notes pay interest semi-annually on January 15 and July 15, beginning January 15, 2026, with interest accruing from September 8, 2025. Maturities are January 15, 2031 and January 15, 2036. The issuers may redeem at a make‑whole price prior to the par call dates (December 15, 2030 for the 2031 notes; October 15, 2035 for the 2036 notes) and at par thereafter, plus accrued interest.

The notes rank equally with other senior unsecured debt and are effectively junior to secured debt and structurally junior to subsidiary obligations, including borrowings under the EPIC Credit Agreement, which had approximately $1.1 billion outstanding under the EPIC Term Loan as of November 1, 2025. The issuers do not intend to list the notes. Net proceeds will be used for general partnership purposes, which may include debt repayment and working capital. Context: earlier issuances total $700 million (2031) and $550 million (2036); commercial paper outstanding was approximately $1.719 billion at a 4.19% weighted average rate as of November 7, 2025.

Plains All American Pipeline (PAA) reported stronger results in its Q3 2025 10-Q. Total revenues were $11,578 million versus $12,456 million a year ago, while operating income rose to $484 million from $196 million as costs declined and asset sale gains lifted margins. Net income attributable to PAA increased to $441 million from $220 million. Basic and diluted net income per common unit was $0.55 (continuing operations $0.44; discontinued operations $0.11), up from $0.22.

PAA classified its Canadian NGL business as discontinued operations following a definitive agreement to sell it to Keyera for approximately CAD$5.15 billion (about $3.75 billion), with closing expected in the first quarter of 2026, subject to customary approvals. Year‑to‑date, cash from operations was $2,150 million, funding acquisitions ($865 million) and distributions. Debt totaled $9,449 million, reflecting new senior notes issued in January and September and the October 3, 2025 redemption of $1.0 billion notes due 2025. Common units outstanding were 705,497,770 as of October 31, 2025.

Plains All American Pipeline (PAA) completed two transactions to acquire 100% of EPIC Crude Holdings and its general partner, becoming operator of the EPIC Pipeline. On October 31, PAA’s subsidiary bought an aggregate 55% non‑operated equity interest from subsidiaries of Diamondback Energy and Kinetik Holdings for approximately $1.57 billion, inclusive of about $600 million of EPIC Term Loan debt, with a potential earnout of about $193 million if a capacity expansion to at least 900,000 barrels per day is sanctioned before the end of 2027.

Effective November 1, it purchased the remaining 45% from an Ares affiliate for approximately $1.33 billion, inclusive of about $500 million of EPIC Term Loan debt, with a potential earnout of up to about $157 million tied to incremental expansion capacity sanctioned before the end of 2028. As of November 1, EPIC’s credit facilities included a $1.2 billion term loan (about $1.1 billion outstanding) maturing in 2031 and a $125 million revolver (no borrowings) maturing in 2029, with covenants requiring a Debt Service Coverage Ratio ≥ 1.10x and a Consolidated Superpriority Leverage Ratio ≤ 1.00x. EPIC assets include ~800 miles of pipelines, over 600,000 barrels per day of capacity, ~7 million barrels of storage, and over 200,000 barrels per day of export capacity.

Plains All American Pipeline (PAA) furnished a press release announcing its third‑quarter 2025 results. The release is attached as Exhibit 99.1 to an 8‑K under Items 2.02 and 7.01.

The company states this information is provided under General Instruction B.2, meaning it is furnished, not filed, is not subject to Section 18 liabilities, and is not incorporated by reference into Securities Act or Exchange Act filings.

Plains All American Pipeline LP has a large passive holder disclosed on a Schedule 13G/A: Alerian MLP ETF (advised by ALPS Advisors, Inc.) reports beneficial ownership of 76,066,823 common units, representing 10.82% of the class as of 09/30/2025. The filing shows no sole voting or dispositive power; the reported voting and dispositive power is shared. The adviser states the securities are owned by funds it advises and disclaims beneficial ownership. The filing is certified and signed by the Chief Compliance Officer on 10/01/2025.

Plains All American Pipeline, L.P. disclosed entry into a material definitive agreement concerning notes and an indenture that defines specific events of default and cross-default thresholds. The filing lists typical events that would allow acceleration or other remedies, including payment defaults on interest or principal, failures to meet indenture obligations after notice and grace periods, and bankruptcy or insolvency events. It also specifies a cross-default threshold for other indebtedness of the partnership and its subsidiaries at $150.0 million, and notes circumstances where subsidiary guarantees could cease to be effective.

Plains All American Pipeline, L.P. (PAA) is offering two series of senior unsecured notes due 2031 and 2036 to raise unspecified aggregate proceeds. The prospectus supplement discloses two material corporate transactions: a proposed sale of Plains Midstream Canada to Keyera for approximately C$5.15 billion (the Canadian NGL Divestiture), expected to close in Q1 2026 subject to adjustments and approvals, and a definitive agreement to acquire a 55% non-operated interest in EPIC Crude Holdings for approximately $1.57 billion (including ~$600 million of debt) with a potential $193 million earnout tied to capacity expansion.

The offering proceeds are intended to redeem the 4.65% Senior Notes due October 15, 2025 (≈ $1.0 billion outstanding) and to fund a portion of the EPIC Acquisition; interim liquidity sources include $462 million of commercial paper outstanding and $2.2 billion available credit capacity. Key commercial terms for the new notes (aggregate amounts, coupon rates, interest payment dates and issue dates) are redacted in this preliminary supplement. The notes will be senior unsecured, pari passu with existing senior debt, not listed, and subject to customary covenants, optional redemption provisions and defeasance mechanics.