Filed Pursuant to Rule 433
Registration No. 333-281967
January 13, 2025
Final
Term Sheet
$1,000,000,000 5.950% Senior Notes due 2035
| Issuers: | Plains All American Pipeline, L.P. and PAA Finance Corp. | |
| Ratings*: | Moody’s: Baa2 (stable outlook) S&P: BBB (stable outlook) Fitch: BBB (stable outlook) | |
| Security Type: | Senior unsecured | |
| Legal Format: | SEC-registered | |
| Pricing Date: | January 13, 2025 | |
| Settlement Date (T+2): | January 15, 2025 | |
| Maturity Date: | June 15, 2035 | |
| Principal Amount: | $1,000,000,000 | |
| Benchmark Treasury: | UST 4.25% due November 15, 2034 | |
| Benchmark Treasury Yield: | 4.782% | |
| Spread to Benchmark Treasury: | +120 bps | |
| Yield to Maturity: | 5.982% | |
| Coupon: | 5.950% | |
| Public Offering Price: | 99.761% | |
| Net Proceeds (after deducting the underwriting discount and estimated offering expenses): | $988.1 million | |
| Make-Whole Call: | U.S. Treasury +20 bps | |
| Call at Par: | On or after March 15, 2035 |
| Interest Payment Dates: | June 15 and December 15, beginning on June 15, 2025 | |
| CUSIP / ISIN: | 72650RBQ4 / US72650RBQ48 | |
| Joint Book-Running Managers: | J.P. Morgan Securities LLC BMO Capital Markets Corp. Mizuho Securities USA LLC Scotia Capital (USA) Inc. Barclays Capital Inc. BofA Securities, Inc. CIBC World Markets Corp. Citigroup Global Markets Inc. ING Financial Markets LLC MUFG Securities Americas Inc. PNC Capital Markets LLC RBC Capital Markets, LLC Regions Securities LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |
| Co-Managers: | 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| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time.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 January 15, 2025, which is the second business day following the date of pricing of the notes (such settlement being referred to as “T+2”). 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+2, 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 J.P. Morgan Securities LLC collect at 212-834-4533, BMO Capital Markets Corp. toll-free at 1-866-864-7760, Mizuho Securities USA LLC toll-free at 1-866-271-7403 or Scotia Capital (USA) Inc. toll-free at 1-800-372-3930.
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