Plains All Amer SEC Filings

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.

Plains All American Pipeline insider filing: Chris Herbold, Senior Vice President Finance & Chief Accounting Officer, reported multiple transactions on 08/14/2025. The Form 4 shows a grant of 32,750 phantom units under the company long-term incentive plan that convert one-for-one into common units upon vesting and include distribution-equivalent rights. Tranche vesting conditions tie part of the award to total shareholder return versus peers and part to cumulative distributable cash flow per unit over a three-year performance period ending 6/30/2028. The filing also records an acquisition of 65,796 common unitssale of 23,284 common units241,073 common units

Jeremy L. Goebel, Executive Vice President & Chief Commercial Officer of Plains All American Pipeline, L.P. (PAA), reported multiple transactions and long-term incentive grants on 08/14/2025. He recorded a direct holding of 227,864 common units after an acquisition coded M and reported a prior direct holding line showing 138,199 units. He disposed of 89,665 common units at $17.78. He also reports indirect beneficial ownership of 518,936 common units held through a family limited partnership. In addition, Mr. Goebel received several phantom unit awards under the Long-Term Incentive Plan: 227,864 phantom units (distribution-equivalent rights), 144,900 performance-based phantom units with three-year TSR and DCF/CUE vesting tests, and a special retention award of 545,550 phantom units vesting by August 2030 with staged DER payouts.

Plains All American Pipeline, L.P. reporting person Chris R. Chandler, EVP & COO, shows a mix of grants and a sale on 08/14/2025. The filing reports a disposition of 89,665 common units at $17.78, leaving 493,904 units held direct. On the same date Chandler received 227,864 phantom units (long-term incentive) and additional phantom unit awards totaling 472,250 units that convert one-for-one to common units upon vesting. Vesting schedules and performance conditions apply, with final vesting dates tied to August 2028 distribution dates. The form was signed by an attorney-in-fact on 08/18/2025.