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0001070423
PLAINS ALL AMERICAN PIPELINE LP

0001070423

2026-06-12
2026-06-12

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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