Plains All American Pipeline Enters Material Agreement
Ticker: PAAPU · Form: 8-K · Filed: Jan 15, 2025 · CIK: 1070423
| Field | Detail |
|---|---|
| Company | Plains All American Pipeline LP (PAAPU) |
| Form Type | 8-K |
| Filed Date | Jan 15, 2025 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $1 billion, $150.0 million |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, financial-obligation, debt
TL;DR
PAA just signed a big deal, watch their financials.
AI Summary
On January 13, 2025, Plains All American Pipeline, L.P. entered into a material definitive agreement related to a direct financial obligation. The filing also notes the creation of an obligation under an off-balance sheet arrangement and other events, with financial statements and exhibits included.
Why It Matters
This filing indicates Plains All American Pipeline is undertaking new financial commitments or obligations, which could impact its financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing details material definitive agreements and financial obligations, suggesting potential shifts in the company's financial risk profile.
Key Players & Entities
- Plains All American Pipeline, L.P. (company) — Registrant
- January 13, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- 333 Clay Street, Suite 1600, Houston, Texas 77002 (address) — Principal executive offices
FAQ
What type of material definitive agreement did Plains All American Pipeline enter into?
The filing indicates the entry into a material definitive agreement, but the specific nature of the agreement is not detailed in the provided text.
What is the significance of the 'Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement' item?
This item signifies that Plains All American Pipeline has either directly incurred a financial obligation or has an obligation that is not recorded on its balance sheet, which could impact its financial reporting and liabilities.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on January 13, 2025.
What is Plains All American Pipeline's state of incorporation and IRS Employer Identification No.?
Plains All American Pipeline is incorporated in Delaware and its IRS Employer Identification No. is 76-0582150.
What are the principal business and mailing addresses for Plains All American Pipeline?
The principal business and mailing addresses are both listed as 333 Clay Street, Suite 1600, Houston, Texas 77002.
Filing Stats: 1,302 words · 5 min read · ~4 pages · Grade level 10.3 · Accepted 2025-01-15 16:31:27
Key Financial Figures
- $1 billion — the public offering (the "Offering") of $1 billion aggregate principal amount of the Issue
- $150.0 million — e) in the aggregate principal amount of $150.0 million or more; certain events of bankruptcy
Filing Documents
- tm253436d1_8k.htm (8-K) — 41KB
- tm253436d1_ex1-1.htm (EX-1.1) — 304KB
- tm253436d1_ex4-1.htm (EX-4.1) — 246KB
- tm253436d1_ex5-1.htm (EX-5.1) — 16KB
- tm253382d1_ex5-1img001.jpg (GRAPHIC) — 2KB
- tm253382d1_ex5-1img002.jpg (GRAPHIC) — 1KB
- 0001104659-25-003785.txt ( ) — 895KB
- paa-20250113.xsd (EX-101.SCH) — 3KB
- paa-20250113_lab.xml (EX-101.LAB) — 33KB
- paa-20250113_pre.xml (EX-101.PRE) — 22KB
- tm253436d1_8k_htm.xml (XML) — 4KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On January 15, 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 billion aggregate principal amount of the Issuers' 5.950% Senior Notes due 2035 (the "Notes"). The terms of the Notes are governed by the indenture (the "Base Indenture," and as amended and supplemented by the Supplemental Indenture (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-Fourth Supplemental Indenture dated as of January 15, 2025 by and among the Issuers and the Trustee (the "Supplemental Indenture"). The Notes will mature on June 15, 2035. Interest is payable on the Notes on each June 15 and December 15, commencing on June 15, 2025. 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, including: default in any payment of interest on any Note of that series w
03 Creation of a Direct Financial Obligation or an Obligation
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.
01 Other Events
Item 8.01 Other Events. On January 13, 2025, the Issuers entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, BMO Capital Markets Corp., Mizuho Securities USA LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein (collectively, the "Underwriters"), relating to the Offering of the Notes. 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.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 1.1 Underwriting Agreement dated January 13, 2025 by and among Plains All American Pipeline, L.P., PAA Finance Corp. and J.P. Morgan Securities LLC, BMO Capital Markets Corp., Mizuho Securities USA LLC and Scotia Capital (USA) Inc., as representatives of the several underwriters named therein. 4.1 Thirty-Fourth Supplemental Indenture, dated January 15, 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 5.950% Senior Notes due 2035 (included as Exhibit A in Exhibit 4.1). 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). 3
SIGNATURES
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: January 15, 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 4