ITEM 1.01 Entry into a Material Definitive Agreement

On June 11, 2020, Plains All American Pipeline, L.P. (the "Partnership") and PAA Finance Corp. (together with the Partnership, the "Issuers") completed the public offering (the "Offering") of $750 million aggregate principal amount of the Issuers' 3.800% Senior Notes due 2030 (the "Notes").

The terms of the Notes are governed by the indenture (the "Base Indenture," and as amended and supplemented by the Supplemental Indenture (defined below), the "Indenture") dated as of September 25, 2002 by and among the Issuers and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by the Thirty-Second Supplemental Indenture dated as of June 11, 2020 by and among the Issuers and the Trustee (the "Supplemental Indenture").

The Notes will mature on September 15, 2030. Interest is payable on the Notes on each March 15 and September 15, commencing on September 15, 2020. The Issuers may redeem some or all of the Notes at any time and from time to time prior to maturity at the redemption prices specified in the Indenture.

The Notes are the Partnership's senior unsecured obligations, will rank equally in right of payment with all of the Partnership's existing and future senior debt, and will rank senior in right of payment to all of the Partnership's future subordinated debt. The Notes will be effectively subordinated to all of the Partnership's existing and future secured debt to the extent of the value of the collateral securing such indebtedness.

In certain circumstances, the Indenture restricts the Partnership's ability and the ability of certain of its subsidiaries to: (i) enter into sale and leaseback transactions; (ii) incur liens; (iii) merge or consolidate with another company; and (iv) transfer and sell assets. These covenants are subject to a number of important exceptions and qualifications.

The Indenture contains customary events of default with respect to the Notes, including:

· default in any payment of interest on any Note of that series when due,


   continued for 60 days;

· default in the payment of principal of or premium, if any, on any Note of that


   series when due;

· failure by the Partnership to comply with its obligations under the Indenture,


   in certain cases subject to notice and grace periods;

· payment defaults and accelerations with respect to other indebtedness of the


   Partnership and its Subsidiaries (as defined in the Indenture) in the aggregate
   principal amount of $25.0 million or more;

· certain events of bankruptcy, insolvency or reorganization of the Partnership


   or, if and so long as the Notes of that series are guaranteed by a subsidiary
   guarantor, by such subsidiary guarantor; or

· if and so long as the Notes of that series are guaranteed by a subsidiary


   guarantor:

· the guarantee by such subsidiary guarantor ceases to be in full force and


   effect, except as otherwise provided in the Indenture;

· the guarantee by such subsidiary guarantor is declared null and void in a


   judicial proceeding; or

· such subsidiary guarantor denies or disaffirms its obligations under the

Indenture or its guarantee.

If an event of default under the Indenture occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on the Notes to be due and payable, or, in the case of certain events of default relating to bankruptcy, insolvency or reorganization, those amounts will automatically become immediately due and payable.

Other material terms of the Notes, the Base Indenture and the Supplemental Indenture are described in the prospectus supplement, dated June 8, 2020, as described below. The foregoing descriptions of the Indenture and the Notes are qualified in their entirety by reference to such Indenture (including the form of Notes attached thereto). A copy of the Supplemental Indenture is filed herewith as Exhibit 4.1 and is incorporated herein by reference.





                                       2


 ITEM 8.01 Other Events

On June 8, 2020, the Issuers entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc. and RBC Capital Markets, LLC, as representatives of the several underwriters named therein, relating to the Offering.

The Notes were offered and sold under the Issuers' shelf registration statement on Form S-3 (Registration No. 333-227358) filed with the Securities and Exchange Commission on September 14, 2018 (the "Registration Statement") and are described in a prospectus supplement dated June 8, 2020 to the prospectus dated September 14, 2018, which is included in the Registration Statement.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits






(d)    Exhibits.



Exhibit
Number     Description
  1.1        Underwriting Agreement, dated June 8, 2020, by and among Plains All
           American Pipeline, L.P., PAA Finance Corp. and J.P. Morgan Securities
           LLC, Barclays Capital Inc., BofA Securities, Inc. and RBC Capital
           Markets, LLC, as representatives of the several underwriters named
           therein.
  4.1        Thirty-Second Supplemental Indenture, dated June 11, 2020, by and
           among Plains All American Pipeline, L.P., PAA Finance Corp. and U.S.
           Bank National Association, as trustee.
  4.2        Form of 3.800% Senior Notes due 2030 (included in Exhibit 4.1).
  5.1        Opinion of Vinson & Elkins L.L.P.
  23.1       Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).




                                       3

© Edgar Online, source Glimpses