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0001070423
PLAINS ALL AMERICAN PIPELINE LP
0001070423
2026-02-26
2026-02-26
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iso4217:USD
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PLAINS
ALL AMERICAN PIPELINE LP
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 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)
February 26, 2026
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) |
(I.R.S.
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)
(Former name or former address, if changed since last report)
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 |
|
The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
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. |
The information contained in Item 2.03 regarding
the Amendments, as defined below, is incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation. |
On February 26, 2026, Plains All American
Pipeline, L.P. (“PAA”) and certain of its subsidiaries entered into (i) a Third Amendment to Credit Agreement (the “Revolver
Third Amendment”) with Bank of America, N.A., as administrative agent, and the lenders party thereto, which amends that certain
Credit Agreement dated as of August 20, 2021 (as previously amended, the “Revolver”), and (ii) a Third Amendment
to Fourth Amended and Restated Credit Agreement (the “Hedged Inventory Third Amendment,” and together with the Revolver Third
Amendment, the “Amendments”) with Bank of America, N.A., as administrative agent, and the lenders party thereto, which amends
that certain Fourth Amended and Restated Credit Agreement dated as of August 20, 2021 (as previously amended, the “Hedged Inventory
Facility”).
Among other things, each Amendment replaces Plains
Midstream Canada ULC (“PMCULC”) with Plains Canada Liquid Pipelines ULC (“PCLPULC”) as a borrower under the applicable
facility. In connection with such replacement, (a) all commitments to extend credit to PMCULC under the applicable facility were
terminated, (b) PMCULC was released from its obligations under the applicable loan documents, and, with respect to the Hedged Inventory
Facility, any liens on collateral granted by PMCULC under the related collateral documents were released, and (c) PCLPULC agreed
to be bound by the terms of the applicable credit agreement as if originally a borrower thereunder and, with respect to the Hedged Inventory
Facility, joined the security documents and granted a security interest in the collateral described therein.
The Amendments also include customary conditions
to effectiveness. The Amendments further include customary representations and warranties and ratifications by PAA and the other parties,
including confirmation that PAA’s guaranty of borrower obligations under the Hedged Inventory Facility remains in full force and
effect.
Other than as described above, the Amendments
did not change the aggregate lender commitments, maturity dates, pricing, covenants or other material economic terms of the Revolver or
the Hedged Inventory Facility.
The foregoing descriptions of the Revolver Third
Amendment and the Hedged Inventory Third Amendment do not purport to be complete and are qualified in their entirety by reference to the
full text of such documents, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated
herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
Number |
|
Description |
| 10.1 |
|
Third Amendment to Credit Agreement, dated as of February 26, 2026, by and among Plains All American Pipeline, L.P., Plains Canada Liquid Pipelines ULC, Bank of America, N.A., as Administrative Agent, and the lenders party thereto. |
| 10.2 |
|
Third Amendment to Fourth Amended and Restated Credit Agreement, dated as of February 26, 2026, by and among Plains Marketing, L.P., Plains Canada Liquid Pipelines ULC, Plains All American Pipeline, L.P., Bank of America, N.A., as Administrative Agent, and the lenders party thereto. |
| 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: March 3, 2026
| |
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 and General Counsel |