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    Plains All American Pipeline L.P. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits

    9/8/25 4:19:02 PM ET
    $PAA
    Natural Gas Distribution
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    Get the next $PAA alert in real time by email
    false 0001070423 PLAINS ALL AMERICAN PIPELINE LP 0001070423 2025-09-03 2025-09-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

    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 1.01Entry 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.

     

    2 

     

     

    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 2.03Creation 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 8.01Other 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 9.01Financial 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

     

    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 

     

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