Plains All American Pipeline Completes $1.5B Junior Subordinated Notes Offering
PLAINS ALL AMERICAN PIPELINE LP
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Filing Summary
Plains All American Pipeline LP ($PAA) - Form 8-K Filing Summary • Event: Completed public offering of $1.5B aggregate principal amount of Junior Subordinated Notes due 2056. • Tranches: $700M of 6.750% Series A Notes & $800M of 7.000% Series B Notes. • Key Features: 30-year maturity (December 15, 2056); fixed-to-reset rate structure based on 5-Year US Treasury Rate; unsecured and subordinated to senior debt.
Comprehensive Analysis
Executive Summary
On September 14, 2026, Plains All American Pipeline, L.P. (NASDAQ: PAA) completed a public offering of $1.5 billion aggregate principal amount of junior subordinated notes across two series. The offering was conducted pursuant to an Underwriting Agreement dated September 9, 2026, under the Partnership's Form S-3 shelf registration statement.
Offering Structure & Terms
1. 6.750% Series A Junior Subordinated Notes due 2056
- Principal Amount: $700,000,000
- Initial Coupon Rate: 6.750% per annum
- Maturity Date: December 15, 2056
- First Reset Date: December 15, 2031
- Rate Adjustment: Resets every 5 years based on the Five-Year U.S. Treasury Rate plus a spread (with a floor equal to the initial 6.750% interest rate)
- Redemption: Callable during the 90-day window prior to the First Reset Date and on any interest payment date thereafter.
2. 7.000% Series B Junior Subordinated Notes due 2056
- Principal Amount: $800,000,000
- Initial Coupon Rate: 7.000% per annum
- Maturity Date: December 15, 2056
- First Reset Date: December 15, 2036
- Rate Adjustment: Resets every 5 years based on the Five-Year U.S. Treasury Rate plus a spread (with a floor equal to the initial 7.000% interest rate)
- Redemption: Callable during the 90-day window prior to the First Reset Date and on any interest payment date thereafter.
Payment Terms and Seniority
- Interest Schedule: Semi-annually on June 15 and December 15, commencing June 15, 2027.
- Subordination: Unsecured obligations that rank junior and subordinate to all existing and future senior indebtedness of PAA. None of PAA's subsidiaries will guarantee the Notes.
- Trustee: U.S. Bank Trust Company, National Association.
- Underwriting Syndicate: Led by J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., and Truist Securities, Inc.
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