Plains All American completes $1.5 billion junior subordinated notes offering

Plains All American Pipeline, L.P. completed a $1.5 billion public offering of junior subordinated notes on September 14, 2026, according to a Form 8-K filed by Plains GP Holdings, L.P. The transaction comprised $700 million of 6.750% Series A Junior Subordinated Notes due 2056 and $800 million of 7.000% Series B Junior Subordinated Notes due 2056. PAA is the issuer and a wholly owned subsidiary of PAGP, the registrant whose Class A shares trade on the Nasdaq Global Select Market under PAGP (Form 8-K AccNo 0001104659-26-107550).

Offering completed

The completion establishes the issuance of two long-dated debt series with different initial interest rates and different first reset dates. The $1.5 billion figure represents aggregate principal. It should not be read as net cash proceeds after underwriting discounts and expenses; the verified facts do not establish that amount or dollar allocations for the use of proceeds.

The closing date is distinct from the September 9, 2026 underwriting agreement date and the September 9 earliest-event date on the filing's cover. Item 1.01 states that the public offering was completed on September 14. Item 2.03 addresses the creation of the direct financial obligation.

Coupons, payment dates and resets

Both series mature on December 15, 2056. Interest is payable on June 15 and December 15 of each year, beginning June 15, 2027. Series A carries an initial interest rate of 6.750%, while Series B carries an initial interest rate of 7.000%. Their shared maturity and payment schedule therefore sit alongside separate coupon and reset terms.

Series A's first reset date is December 15, 2031. Series B's first reset date is December 15, 2036. Each series is subject to further adjustments on every five-year anniversary of its first reset date. The adjusted rate is based on the then-applicable Five-Year U.S. Treasury Rate plus a spread, subject to a floor equal to that series' initial interest rate.

That floor means the reset rate cannot fall below 6.750% for Series A or 7.000% for Series B during those periods. The verified facts do not supply the numeric reset spreads, so they do not support a calculation of either future coupon. The reset mechanism also means the initial coupons should not be treated as necessarily applying through the entire period to maturity.

PAA may redeem the Series A and Series B notes during the 90-day period before their respective first reset dates and thereafter on any applicable interest payment date. The indenture also permits redemption of some or all of the notes at other times, subject to specified restrictions. These provisions give the issuer redemption rights; they do not establish that PAA will exercise them.

Junior ranking and no subsidiary guarantees

The notes are unsecured obligations of PAA. They rank junior and subordinate in right of payment to the prior payment of PAA's existing and future senior indebtedness. They will rank equally with future unsecured indebtedness whose terms provide for equal ranking with the notes. None of PAA's subsidiaries will guarantee either series.

Those terms identify both the borrower and the position of the notes in its payment hierarchy. PAGP's role as the reporting company should be kept separate from PAA's role as the issuer. The transaction is a junior subordinated financing, and the stated absence of subsidiary guarantees is part of that disclosed structure.

The notes were issued under a subordinated indenture dated September 14, 2026 between PAA and U.S. Bank Trust Company, National Association, as trustee. A first supplemental indenture of the same date governs Series A, and a second supplemental indenture of the same date governs Series B. The filing lists those documents as Exhibits 4.1, 4.2 and 4.4, respectively.

Underwriting and filing context

PAA entered into the underwriting agreement on September 9 with J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and Truist Securities, Inc., acting as representatives of the several underwriters. The filing identifies the agreement as Exhibit 1.1, incorporated by reference to PAA's Form 8-K filed September 14.

The notes were offered and sold under PAA's Form S-3 shelf registration statement, Registration No. 333-281967, filed September 6, 2024. The offering was described in a September 9, 2026 prospectus supplement to the September 6, 2024 prospectus. Other material terms are described in that supplement and qualified by reference to the indenture, including the forms of notes.

Separately, PAGP furnished an unaudited pro forma condensed statement of combined operations for the year ended December 31, 2025 reflecting EPIC Crude Holdings equity interest purchases and related transactions. That pro forma expressly does not give effect to this offering or its use of proceeds. It therefore does not describe the financial effects of the completed $1.5 billion notes issuance.

Filing reference

Plains GP Holdings, L.P. disclosed the completed junior subordinated notes offering in Form 8-K AccNo 0001104659-26-107550 (Items 1.01 and 2.03; completion September 14, 2026), with Exhibit 1.1 Underwriting Agreement dated September 9, 2026 and Exhibit 4.1 Subordinated Indenture dated September 14, 2026.