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0001070423
PLAINS ALL AMERICAN PIPELINE LP
0001070423
2025-09-03
2025-09-03
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iso4217:USD
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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.
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.
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). |
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 |
