Filed Pursuant to Rule 433
Registration No. 333-259387
June 17, 2024
Final
Term Sheet
$650,000,000 5.700% Senior Notes due 2034
| Issuers: | Plains All American Pipeline, L.P. and PAA Finance Corp. |
| Ratings*: | Moody's: Baa3 (positive outlook) S&P: BBB (stable outlook) Fitch: BBB (stable outlook) |
| Security Type: | Senior unsecured |
| Legal Format: | SEC-registered |
| Pricing Date: | June 17, 2024 |
| Settlement Date (T+7): | June 27, 2024 |
| Maturity Date: | September 15, 2034 |
| Principal Amount: | $650,000,000 |
| Benchmark Treasury: | UST 4.375% due May 15, 2034 |
| Benchmark Treasury Yield: | 4.273% |
| Spread to Benchmark Treasury: | +143 bps |
| Yield to Maturity: | 5.703% |
| Coupon: | 5.700% |
| Public Offering Price: | 99.953% |
| Net Proceeds (after deducting the underwriting discount and estimated offering expenses): | $643.27 million |
| Make-Whole Call: | U.S. Treasury + 25 bps |
| Call at Par: | On or after June 15, 2034 |
| Interest Payment Dates: | March 15 and September 15, beginning on March 15, 2025 |
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| CUSIP / ISIN: | 72650R BP6 / US72650RBP64 |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. Truist Securities, Inc. Barclays Capital Inc. BMO Capital Markets Corp. BofA Securities, Inc. CIBC World Markets Corp. ING Financial Markets LLC J.P. Morgan Securities LLC Mizuho Securities USA LLC PNC Capital Markets LLC RBC Capital Markets, LLC Regions Securities LLC Scotia Capital (USA) Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC |
| Co-Managers: | BBVA Securities Inc. Morgan Stanley & Co. LLC Zions Direct, Inc. |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. |
Delivery of the notes is expected to be made against payment therefor on or about June 27, 2024, which is the seventh business day following the date of pricing of the notes (such settlement being referred to as “T+7”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to the first business day before delivery will be required, by virtue of the fact that the Notes initially will settle in T+7, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.
The issuers have filed a registration statement (including a base prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuers’ prospectus in that registration statement and any other documents the issuers have filed with the SEC for more complete information about the issuers and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuers, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Citigroup Global Markets Inc. collect at 1-800-831-9146, MUFG Securities Americas Inc. toll-free at 1-877-649-6848, SMBC Nikko Securities America, Inc. toll-free at 1-888-868-6856 or Truist Securities, Inc. toll-free at 1-800-685-4786.
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