Plains All American Pipeline Enters Material Agreement

TL;DR

PAA just signed a big deal, expect new financial obligations.

AI Summary

Plains All American Pipeline, L.P. entered into a material definitive agreement on September 3, 2025, which also created a direct financial obligation for the registrant. The filing indicates other events and includes financial statements and exhibits.

Why It Matters

This filing signals a significant new financial commitment or partnership for Plains All American Pipeline, potentially impacting its future operations and financial obligations.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation and entry into a material definitive agreement suggests potential new risks and commitments for the company.

Key Players & Entities

• Plains All American Pipeline, L.P. (company) — Registrant
• September 3, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $1.25 billion — the public offering (the "Offering") of $1.25 billion aggregate principal amount of the Issue
• $700,000,000 — Issuers' debt securities, consisting of $700,000,000 aggregate principal amount of 4.700% Se
• $550,000,000 — r Notes due 2031 (the "2031 Notes") and $550,000,000 aggregate principal amount of 5.600% Se
• $150.0 million — e) in the aggregate principal amount of $150.0 million or more; certain events of bankruptcy

Filing Documents

• tm2524999d4_8k.htm (8-K) — 44KB
• tm2524999d4_ex1-1.htm (EX-1.1) — 283KB
• tm2524999d4_ex4-1.htm (EX-4.1) — 253KB
• tm2524999d4_ex4-3.htm (EX-4.3) — 239KB
• tm2524999d4_ex5-1.htm (EX-5.1) — 18KB
• tm2524999d4_ex5-1img001.jpg (GRAPHIC) — 9KB
• tm2524999d4_ex5-1img002.jpg (GRAPHIC) — 4KB
• 0001104659-25-088257.txt ( ) — 1179KB
• paa-20250903.xsd (EX-101.SCH) — 3KB
• paa-20250903_lab.xml (EX-101.LAB) — 33KB
• paa-20250903_pre.xml (EX-101.PRE) — 22KB
• tm2524999d4_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

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 P

01 Other Events

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.

01 Financial Statements and Exhibits

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). 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: 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 4

View Full Filing

View this 8-K filing on SEC EDGAR