[8-K] Plains All American Pipeline, L.P. Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Clear contractual thresholds are disclosed, including a $150.0 million cross-default amount
• Comprehensive default definitions provide transparency on remedies and guarantee conditions

Negative

• Cross-default exposure exists if other indebtedness of subsidiaries reaches $150.0 million
• Guarantee termination risks could accelerate obligations if a subsidiary guarantor's guarantee ceases or is invalidated

Insights

Credit Analyst

TL;DR: The indenture sets a clear $150.0 million cross-default threshold that could trigger remedies if other debt defaults occur.

The document outlines standard payment and covenant default events, plus a cross-default provision tying other indebtedness aggregating to $150.0 million to potential acceleration rights. That threshold establishes a concrete materiality line for related-party or subsidiary borrowings.

Key dependencies include the aggregation and measurement of other indebtedness and whether subsidiary guarantees remain in force; monitor any reported debt events or guarantee changes that reach the listed threshold over the near term.

Corporate Counsel

TL;DR: The filing formally discloses events of default and guarantee-related triggers, clarifying legal remedies under the indenture.

The disclosure enumerates typical events of default—missed interest or principal payments, covenant breaches subject to notice/grace periods, and bankruptcy or insolvency outcomes—that would permit enforcement actions. It also details conditions under which a subsidiary guarantor’s obligation could be voided or denied.

Legal risks hinge on whether guarantee obligations remain intact and on objective proof of defaults; any change in guarantee status or a payment default should be treated as a potential immediate legal milestone.

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PLAINS ALL AMERICAN PIPELINE LP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) – September 3, 2025

Plains All American Pipeline, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-14569	76-0582150
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

333 Clay Street, Suite 1600, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

713-646-4100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which  registered
Common Units		PAA		Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 1.01 Entry into a Material Definitive Agreement.

On September 8, 2025, Plains All American Pipeline, L.P. (“PAA”) and PAA Finance Corp. (together with PAA, the “Issuers”) completed the public offering (the “Offering”) of $1.25 billion aggregate principal amount of the Issuers’ debt securities, consisting of $700,000,000 aggregate principal amount of 4.700% Senior Notes due 2031 (the “2031 Notes”) and $550,000,000 aggregate principal amount of 5.600% Senior Notes due 2036 (the “2036 Notes,” and, together with the 2031 Notes, the “Notes”).

The terms of the Notes are governed by the indenture (the “Base Indenture,” and as amended and supplemented by the Supplemental Indentures (defined below), the “Indenture”) dated as of September 25, 2002 by and among the Issuers and U.S. Bank Trust Company, National Association (as successor trustee), as trustee (the “Trustee”), as supplemented by the Thirty-Fifth Supplemental Indenture dated as of September 8, 2025 by and among the Issuers and the Trustee (the “35th Supplemental Indenture”) relating to the issuance of the 2031 Notes and the Thirty-Sixth Supplemental Indenture dated as of September 8, 2025 by and among the Issuers and the Trustee (the “36th Supplemental Indenture,” and, together with the 35th Supplemental Indenture, the “Supplemental Indentures”) relating to the issuance of the 2036 Notes.

The 2031 Notes will mature on January 15, 2031, and the 2036 Notes will mature on January 15, 2036. Interest is payable on the Notes on each January 15 and July 15, commencing on January 15, 2026. The Issuers may redeem some or all of the Notes at any time and from time to time prior to maturity at the redemption prices specified in the Indenture.

The Notes are PAA’s senior unsecured obligations, will rank equally in right of payment with all of PAA’s existing and future senior debt, and will rank senior in right of payment to all of PAA’s future subordinated debt. The Notes will be effectively subordinated to all of PAA’s existing and future secured debt to the extent of the value of the collateral securing such indebtedness.

In certain circumstances, the Indenture restricts PAA’s ability and the ability of certain of its subsidiaries to: (i) enter into sale and leaseback transactions; (ii) incur liens; (iii) merge or consolidate with another company; and (iv) transfer and sell assets. These covenants are subject to a number of important exceptions and qualifications.

The Indenture contains customary events of default with respect to the Notes of either series, including:

· default in any payment of interest on any Note of that series when due, continued for 60 days;

· default in the payment of principal of or premium, if any, on any Note of that series when due;

· failure by PAA to comply with its obligations under the Indenture, in certain cases subject to notice and grace periods;

· payment defaults and accelerations with respect to other indebtedness of PAA and its Subsidiaries (as defined in the Indenture) in the aggregate principal amount of $150.0 million or more;

· certain events of bankruptcy, insolvency or reorganization of PAA or, if and so long as the Notes of that series are guaranteed by a subsidiary guarantor, by such subsidiary guarantor; or

· if and so long as the Notes of that series are guaranteed by a subsidiary guarantor:

· the guarantee by such subsidiary guarantor ceases to be in full force and effect, except as otherwise provided in the Indenture;

· the guarantee by such subsidiary guarantor is declared null and void in a judicial proceeding; or

· such subsidiary guarantor denies or disaffirms its obligations under the Indenture or its guarantee.

If an event of default under the Indenture occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on the Notes to be due and payable, or, in the case of certain events of default relating to bankruptcy, insolvency or reorganization, those amounts will automatically become immediately due and payable.

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Other material terms of the Notes, the Base Indenture and the Supplemental Indentures are described in the prospectus supplement, dated September 3, 2025 (the “prospectus supplement”), to the prospectus, dated September 6, 2024, which is included in the Registration Statement (as defined below). The foregoing descriptions of the Indenture and the Notes are qualified in their entirety by reference to such Indenture (including the forms of Notes attached thereto). Copies of the 35th Supplemental Indenture and the 36th Supplemental Indenture are filed as Exhibit 4.1 and Exhibit 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 is incorporated by reference into this Item 2.03.

Item 8.01 Other Events.

On September 3, 2025, the Issuers entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Barclays Capital Inc., PNC Capital Markets LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the Offering.

The Notes were offered and sold under the Issuers’ shelf registration statement on Form S-3 (Registration No. 333-281967) filed with the U.S. Securities and Exchange Commission on September 6, 2024 (the “Registration Statement”), and are described in the prospectus supplement.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement dated September 3, 2025 by and among Plains All American Pipeline, L.P., PAA Finance Corp. and BofA Securities, Inc., Barclays Capital Inc., PNC Capital Markets LLC, TD Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
4.1		Thirty-Fifth Supplemental Indenture, dated September 8, 2025, by and among Plains All American Pipeline, L.P., PAA Finance Corp. and U.S. Bank Trust Company, National Association, as trustee.
4.2		Form of 4.700% Senior Notes due 2031 (included as Exhibit A in Exhibit 4.1).
4.3		Thirty-Sixth Supplemental Indenture, dated September 8, 2025, by and among Plains All American Pipeline, L.P., PAA Finance Corp. and U.S. Bank Trust Company, National Association, as trustee.
4.4		Form of 5.600% Senior Notes due 2036 (included as Exhibit A in Exhibit 4.3).
5.1		Opinion of Vinson & Elkins L.L.P.
23.1		Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:   September 8, 2025	PLAINS ALL AMERICAN PIPELINE, L.P.
	By:	PAA GP LLC, its general partner
	By:	Plains AAP, L.P., its sole member
	By:	Plains All American GP LLC, its general partner
	By:	/s/ Richard McGee
	Name:	Richard McGee
	Title:	Executive Vice President, General Counsel & Secretary

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FAQ

What did Plains All American (PAA) disclose in the 8-K about default events?

The filing lists standard events of default including missed interest or principal payments, covenant breaches after notice/grace periods, bankruptcy or insolvency events, and conditions where subsidiary guarantees may be voided.

What is the cross-default threshold disclosed by PAA?

The disclosure specifies a cross-default aggregation threshold of $150.0 million in other indebtedness for the partnership and its subsidiaries.

Does the filing state consequences if a subsidiary guarantor’s guarantee ends?

Yes. The filing notes that if a subsidiary guarantor's guarantee ceases to be in full force, is declared void in court, or the guarantor disaffirms obligations, those circumstances are events referenced in the indenture.

Is this 8-K reporting a new financial obligation or an amendment to an indenture?

The filing is reported under items covering a material definitive agreement and creation of a direct financial obligation; it discloses the indenture default and guarantee terms rather than providing numerical new-debt issuance details.

How should investors monitor developments related to this filing for PAA?

Investors should watch for any announcements of missed payments, changes to subsidiary guarantees, or other debt events that could aggregate to $150.0 million, as these could trigger the listed remedies.