Plains All American Pipeline Prices $1.5 Billion Offering of Junior Subordinated Notes

Offering Overview

Plains All American Pipeline, L.P. (NYSE: PAA) filed a prospectus supplement under Rule 424(b)(5) for a registered public offering of $1.5 billion aggregate principal amount of fixed-to-fixed reset rate junior subordinated notes due 2056.

Tranche Breakdown

1. 6.750% Series A Junior Subordinated Notes due 2056:

   • Principal Amount: $700,000,000
   • Initial Coupon: 6.750% per annum through December 15, 2031
   • Reset Rate: Five-year U.S. Treasury Rate + 2.141% (minimum floor of 6.750%)
   • Gross Proceeds: $700,000,000 (100.000% offering price)
   • Underwriting Discount: 1.000% ($7,000,000)
   • Net Proceeds before Expenses: $693,000,000

2. 7.000% Series B Junior Subordinated Notes due 2056:

   • Principal Amount: $800,000,000
   • Initial Coupon: 7.000% per annum through December 15, 2036
   • Reset Rate: Five-year U.S. Treasury Rate + 2.167% (minimum floor of 7.000%)
   • Gross Proceeds: $800,000,000 (100.000% offering price)
   • Underwriting Discount: 1.000% ($8,000,000)
   • Net Proceeds before Expenses: $792,000,000

Structural Terms & Subordination

• Payment Frequency: Semi-annually in arrears on June 15 and December 15, commencing June 15, 2027.
• Ranking: Unsecured obligations ranking junior and subordinate in right of payment to existing and future senior indebtedness.
• Optional Interest Deferral: PAA may optionally defer interest payments for up to 20 consecutive semi-annual interest payment periods so long as no event of default has occurred and is continuing.