Plains All American Pipeline is offering Series A and Series B junior subordinated notes due 2056, with proceeds intended to redeem 58,411,908 Series A Preferred Units and 800,000 Series B Preferred Units. The notes would replace preferred units targeted for redemption, but investors should note that neither series is expected to have an exchange listing.

Key Highlights

  • Series A Preferred Units would be redeemed at 110% of their $26.25 per-unit par value.
  • Series B Preferred Units would be redeemed at 100% of their $1,000 per-unit par value, plus accrued and unpaid distributions.
  • J.P. Morgan, Citigroup, Mizuho, MUFG and Truist Securities are joint book-running managers.

The securities would carry fixed-to-fixed reset rates. The Series A Preferred Units would be redeemed at 110% of their $26.25 per-unit par value. Series B Preferred Units would be redeemed at 100% of their $1,000 per-unit par value, plus any accrued and unpaid distributions.

Dual-Series Notes Due 2056

The notes comprise two separate series, both maturing in 2056. Each series would be issued under a subordinated indenture with U.S. Bank Trust Company, National Association, serving as trustee. The securities would be represented by permanent global certificates in fully registered form. Delivery would take place in book-entry form through The Depository Trust Company and its participating systems, including Clearstream Banking and Euroclear Bank. The notes are a new issue with no established trading market. Plains All American Pipeline (NASDAQ: PAA) does not currently intend to seek an exchange listing or Quotation on an automated quotation system.

Preferred Unit Redemption Pricing

The use of proceeds targets the full redemption of both outstanding preferred-unit series. Series A Preferred Units would be redeemed at a premium to par value, while Series B Preferred Units would be redeemed at par.

J.P. Morgan, Citigroup, Mizuho, MUFG and Truist Securities are serving as joint book-running managers for the offering. The notes would be governed by New York law.

Trading And Tax Terms

The absence of an organized trading market may limit holders’ ability to transfer the notes. The securities are also intended for investors that are not “specified foreign entities” under Section 7701 of the Internal Revenue Code. The notes would be deposited with a Custodian for a nominee of The Depository Trust Company. Investors in the notes would represent that they are not specified foreign entities for the taxable year covering the original issuance.