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  4. [8-K] PLAINS ALL AMERICAN PIPELINE LP Reports Material Event

Plains All American (NASDAQ: PAA) inks $2.7B unsecured revolver to 2031

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Plains All American Pipeline, L.P. entered into a new senior unsecured Revolving Credit Agreement providing committed borrowing capacity of $2.7 billion. Up to $800 million is available for letters of credit and up to $225 million for swing line loans, with an option to increase total commitments to $4.0 billion subject to additional lender commitments.

The facility matures on June 12, 2031 and allows one or more one-year extensions with lender approval. It permits certain Canadian subsidiaries to borrow in U.S. or Canadian dollars and obtain letters of credit up to the U.S. dollar equivalent of $1.0 billion. A quarterly-tested financial covenant limits the ratio of Consolidated Funded Indebtedness to adjusted Consolidated EBITDA to 5.00 to 1.00, increasing to 5.50 to 1.00 during an Acquisition Period. In connection with this agreement, the partnership repaid in full and terminated its prior revolving credit agreement and Hedged Inventory Facility.

Positive

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Negative

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Insights

PAA refinances and consolidates liquidity under a large, long-dated unsecured revolver.

Plains All American Pipeline has put in place a senior unsecured revolving credit facility with $2.7 billion in commitments, expandable to $4.0 billion. The facility supports letters of credit, swing line loans, and borrowing by U.S. and Canadian entities, providing diversified funding options.

The scheduled maturity on June 12, 2031, with potential one-year extensions, offers multi-year committed liquidity. Covenants include a leverage test of 5.0x adjusted Consolidated EBITDA, rising to 5.5x during an Acquisition Period, plus restrictions on equity distributions when defaults exist.

By repaying and terminating the prior revolving credit agreement and the Hedged Inventory Facility at closing, the partnership consolidates its bank arrangements into a single structure. Actual balance usage, future credit ratings, and compliance with the leverage covenant will be visible only in subsequent periodic reports.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revolver committed capacity $2.7 billion Committed borrowing capacity under new revolving credit agreement
Optional upsize $4.0 billion Maximum total commitments if increased at partnership’s option
Letters of credit sublimit $800 million Portion of facility available for letters of credit
Swing line loan sublimit $225 million Portion of facility available for swing line loans
Canadian borrower sublimit $1.0 billion U.S. dollar equivalent available to Canadian designated borrowers
Leverage covenant 5.00 to 1.00 Max Consolidated Funded Indebtedness to adjusted Consolidated EBITDA
Leverage covenant during Acquisition Period 5.50 to 1.00 Higher maximum leverage allowed during an Acquisition Period
Facility maturity date June 12, 2031 Scheduled maturity of the revolving credit agreement
Revolving Credit Agreement financial
"entered into an unsecured Credit Agreement (the “Revolving Credit Agreement”), among the Partnership"
A revolving credit agreement is a flexible loan arrangement where a borrower can borrow, repay, and borrow again up to a set limit, similar to a credit card. It matters because it gives businesses or individuals quick access to funds whenever needed, helping manage cash flow and cover expenses without applying for a new loan each time.
Swing Line Lender financial
"Bank of America, N.A., as Administrative Agent and Swing Line Lender"
letters of credit financial
"up to $800 million of which is available for the issuance of letters of credit"
A letter of credit is a promise from a bank to pay a seller if the buyer fails to do so, commonly used in trade and large contracts to ensure payment. Think of it as a bank standing in for the buyer, like a certified check or payment insurance that reduces the risk of nonpayment. For investors, letters of credit matter because they affect a company’s cash flow, borrowing needs and contingent liabilities, and signal how much credit support a business requires to secure deals.
Consolidated Funded Indebtedness financial
"limits Consolidated Funded Indebtedness to adjusted Consolidated EBITDA to no greater than 5.00 to 1.00"
Acquisition Period financial
"which increases to 5.50 to 1.00 during an Acquisition Period"
Event of Default financial
"if any Default or Event of Default has occurred and is continuing"
An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.
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false 0001070423 PLAINS ALL AMERICAN PIPELINE LP 0001070423 2026-06-12 2026-06-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

PLAINS ALL AMERICAN PIPELINE LP

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 12, 2026

 

Plains All American Pipeline, L.P.

(Exact name of registrant as specified in its charter)

 

Delaware 1-14569 76-0582150
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

333 Clay Street, Suite 1600, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: 713-646-4100

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which  registered
Common Units   PAA   The Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Senior Unsecured Revolving Credit Facility

 

On June 12, 2026, Plains All American Pipeline, L.P. (the “Partnership”) entered into an unsecured Credit Agreement (the “Revolving Credit Agreement”), among the Partnership, Plains Marketing, L.P., a Texas limited partnership (“PMLP”), and Plains Canada Liquid Pipelines ULC, a British Columbia unlimited liability company (“PCLP”), as Borrowers; certain subsidiaries of the Partnership from time to time party thereto, as Designated Borrowers; Bank of America, N.A., as Administrative Agent and Swing Line Lender; Bank of America, N.A., PNC Bank, National Association and Wells Fargo Bank, National Association, as L/C Issuers; and the other Lenders party thereto (terms used but not defined in this description of the Revolving Credit Agreement have the meanings assigned to them in the Revolving Credit Agreement).

 

The Revolving Credit Agreement replaces (a) the Partnership’s Credit Agreement dated as of August 20, 2021, as amended to date, among the Partnership and PCLP, as Borrowers; certain subsidiaries of the Partnership from time to time party thereto, as designated borrowers; Bank of America, N.A., as Administrative Agent and Swing Line Lender; Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as L/C Issuers; and the other Lenders party thereto (as amended, the “Existing Revolving Credit Agreement”) and (b) PMLP’s Fourth Amended and Restated Credit Agreement dated as of August 20, 2021, as amended to date, among PMLP and PCLP, as Borrowers; the Partnership, as guarantor; Bank of America, N.A., as Administrative Agent and Swing Line Lender; Bank of America, N.A., Citibank, N.A., JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as L/C Issuers; and the other Lenders party thereto (as amended, the “Hedged Inventory Facility”).

 

The committed borrowing capacity under the Revolving Credit Agreement is $2.7 billion, up to $800 million of which is available for the issuance of letters of credit and up to $225 million of which is available for swing line loans. The committed amount may be increased at the option of the Partnership to $4.0 billion, subject to, among other terms and conditions, obtaining additional or increased lender commitments. Further, the Revolving Credit Agreement permits each Canadian subsidiary of the Partnership that is then designated as a Designated Borrower to obtain advances in Canadian or U.S. dollars and Letters of Credit, up to an aggregate outstanding principal amount of the U.S. dollar equivalent of $1.0 billion. Payment Obligations of each Designated Borrower are guaranteed by the Partnership. The Revolving Credit Agreement has a scheduled maturity date of June 12, 2031 and provides for one or more one-year extensions subject to applicable lender approval and other terms and conditions set forth in the Revolving Credit Agreement.

 

Borrowings under the Revolving Credit Agreement accrue interest based, at the applicable Borrower’s election, on either Term SOFR, the Base Rate, the Canadian Term Rate or the Canadian Prime Rate, in each case, plus an applicable margin. Fees on issued Letters of Credit accrue at the applicable margin for Term SOFR Loans and Canadian Term Rate Loans, and a commitment fee accrues at an applicable margin. The applicable margin used in connection with interest rates and fees is based on the Partnership’s credit rating at the applicable time.

 

The Revolving Credit Agreement contains representations and warranties and events of default that are customary for investment grade, senior unsecured commercial bank credit agreements. In addition, the Revolving Credit Agreement contains various covenants limiting the Partnership’s or certain of its subsidiaries’ ability to, among other things:

 

·grant liens on their principal property or equity interests in subsidiaries of the Partnership;
·incur indebtedness, including capital leases;
·sell substantially all of our assets or enter into a merger or consolidation; and
·engage in transactions with affiliates.

 

In addition, the Revolving Credit Agreement prohibits the declaration or making of distributions on, or purchases or redemptions of, the Partnership’s equity interests if any Default or Event of Default has occurred and is continuing or, immediately after giving effect thereto, would result therefrom.

 

2

 

 

The financial covenant in the Revolving Credit Agreement, tested on a quarterly basis, limits Consolidated Funded Indebtedness to adjusted Consolidated EBITDA to no greater than 5.00 to 1.00, which increases to 5.50 to 1.00 during an Acquisition Period.

 

A default under the Revolving Credit Agreement would permit the Lenders to terminate their commitments and to accelerate the maturity of the outstanding debt.

 

The above description of the Revolving Credit Agreement is qualified in its entirety by the terms of the Revolving Credit Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 1.02 Termination of a Material Definitive Agreement.

 

On June 12, 2026, in conjunction with the closing of the Revolving Credit Agreement, the Partnership, PCLP and PMLP, as applicable, repaid in full and terminated all outstanding obligations under (i) the Existing Revolving Credit Agreement and (ii) the Hedged Inventory Facility.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure set forth above in Item 1.01 is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number Description
10.1 Credit Agreement dated as of June 12, 2026, among Plains All American Pipeline, L.P., Plains Marketing, L.P. and Plains Canada Liquid Pipelines ULC, as Borrowers; certain subsidiaries of Plains All American Pipeline, L.P. from time to time party thereto, as Designated Borrowers; Bank of America, N.A., as Administrative Agent and Swing Line Lender; Bank of America, N.A., PNC Bank, National Association and Wells Fargo Bank, National Association, as L/C Issuers; and the other Lenders party thereto.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  PLAINS ALL AMERICAN PIPELINE, L.P.
     
 Date: June 17, 2026 By: PAA GP LLC, its general partner
  By: Plains AAP, L.P., its sole member
  By: Plains All American GP LLC, its general partner
     
     
  By: /s/ Sharon S. Spurlin
  Name: Sharon S. Spurlin
  Title: Senior Vice President and Treasurer

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What is the size of Plains All American (PAA) new revolving credit facility?

Plains All American entered a new senior unsecured revolving credit agreement with committed borrowing capacity of $2.7 billion. The facility can be increased, at the partnership’s option and subject to lender commitments, to a total of $4.0 billion in aggregate commitments.

When does Plains All American (PAA) new credit facility mature?

The revolving credit agreement has a scheduled maturity date of June 12, 2031. It also provides for one or more potential one-year extensions, each subject to approval by the participating lenders and satisfaction of terms in the agreement.

How much of PAA’s new facility is available for letters of credit and swing line loans?

Under the new facility, up to $800 million is available for the issuance of letters of credit and up to $225 million is available for swing line loans, within the overall $2.7 billion committed borrowing capacity.

What leverage covenant applies under Plains All American (PAA) new credit agreement?

The financial covenant limits the ratio of Consolidated Funded Indebtedness to adjusted Consolidated EBITDA to no greater than 5.00 to 1.00, increasing to 5.50 to 1.00 during an Acquisition Period, and is tested on a quarterly basis.

What happened to PAA’s prior revolving credit and Hedged Inventory facilities?

On closing of the new revolving credit agreement, Plains All American, PCLP and PMLP repaid in full and terminated all outstanding obligations under the existing revolving credit agreement and the separate Hedged Inventory Facility dated August 20, 2021.

Can PAA’s Canadian subsidiaries borrow under the new credit facility?

Yes. Each Canadian subsidiary designated as a borrower may obtain advances in Canadian or U.S. dollars and letters of credit up to an aggregate outstanding principal amount equal to the U.S. dollar equivalent of $1.0 billion under the agreement.

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