Plains GP Holdings LP Completes $1.5B Junior Subordinated Notes Offering

What Happened Plains GP Holdings LP (PAGP) disclosed that its wholly owned subsidiary, Plains All American Pipeline, L.P. (PAA), completed a public offering on September 14, 2026 of $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 (total $1.5 billion). Interest on the notes is payable June 15 and December 15 beginning June 15, 2027. The notes were issued under a Subordinated Indenture with U.S. Bank Trust Company, N.A. as trustee and were underwritten under an agreement dated September 9, 2026.

Key Details

• Total offering: $1.5 billion (Series A $700M at 6.750%; Series B $800M at 7.000%), maturity December 15, 2056.
• Interest rate resets: Series A resets Dec 15, 2031; Series B resets Dec 15, 2036; thereafter every five years based on the five‑year U.S. Treasury rate plus a spread, with a floor at the initial rate.
• Redemption: PAA may redeem during the 90-day period before the applicable first reset date and on certain other terms specified in the Indenture.
• Credit & guarantees: Notes are unsecured obligations of PAA, rank junior to PAA’s senior debt, will not be guaranteed by subsidiaries, and will rank equally with any future indebtedness that expressly ranks pari passu.

Why It Matters This transaction raises long-term capital ($1.5B) for the Plains group but increases PAA’s subordinated debt and ongoing interest obligations. Because the notes are junior to senior debt and not guaranteed by subsidiaries, they have different risk and recovery characteristics than senior bonds or secured debt. The pro forma unaudited condensed statement of combined operations for the year ended December 31, 2025 (filed as Exhibit 99.1) shows how these transactions would have affected PAGP’s financial results as if completed on January 1, 2025, which investors can use to assess impact on leverage and interest expense.