Plains All American Pipeline LP美股招股说明书(2025-01-14版)

Plains All American Pipeline, L.P. and PAA Finance Corp. are offering $1 billion aggregate principalamount of 5.950% Senior Notes due 2035 (the “Notes”). We will pay interest on the Notes semi-annually in arrears on June 15 and December 15 of each year,beginning on June 15, 2025. The Notes will mature on June 15, 2035, unless redeemed prior to thematurity date. We may, at our option, redeem the Notes at any time in whole or from time to time in part, prior tomaturity, at the redemption prices as described herein under “Description of Notes—OptionalRedemption.” The Notes will be the unsecured senior obligations of Plains All American Pipeline, L.P. and PAAFinance Corp. and will rank equally in right of payment with their other senior indebtedness from time totime outstanding. The Notes are a new issue of securities with no established trading market. We do not currently intend toapply for listing of the Notes on any securities exchange or have the Notes quoted on any automatedquotation system. Investing in the Notes involves risks. See “Risk Factors” beginning on page S-6 of thisprospectus supplement. Neither the U.S. Securities and Exchange Commission nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or theaccompanying base prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Table of contents Prospectus supplementPageImportant Notice About Information inthis Prospectus Supplement and theAccompanying Base ProspectusS-iiForward-Looking StatementsS-iiiProspectus Supplement SummaryS-1Risk FactorsS-6Use of ProceedsS-10CapitalizationS-11PageDescription of NotesS-12Book-Entry, Delivery and FormS-26Certain U.S. Federal Income TaxConsequencesS-29UnderwritingS-35Legal MattersS-42ExpertsS-42Where You Can Find More InformationS-42 ProspectusAbout This ProspectusiiWhere You Can Find More Informationiii Forward-Looking StatementsivAbout Plains All American Pipeline, L.P1Risk Factors3Use Of Proceeds4Description of Our Debt Securities5Description of Our Preferred Units13Description of Our Common Units15Cash Distribution Policy17Description of Our PartnershipAgreement19Material U.S. Federal Income TaxConsequences24Plan of Distribution40Legal Matters42Experts.42 Important notice about information in thisprospectus supplement and the accompanyingbase prospectus This document is in two parts. The first part is the prospectus supplement, whichdescribes our business and the specific terms of this offering and also adds to andupdates information contained in the accompanying base prospectus and the documentsincorporated by reference in this prospectus supplement and the accompanying baseprospectus. The second part, the accompanying base prospectus, gives more generalinformation and includes disclosures regarding the Notes and additional disclosures thatwould pertain if at some time in the future we were to offer other series of our debtsecurities or our common units or preferred units. Accordingly, the accompanying baseprospectus may contain information that does not apply to this offering. Generally, whenwe refer only to the “prospectus,” we are referring to both parts combined. If the description of the offering varies between the prospectus supplement and theaccompanying base prospectus, you should rely on the information in the prospectussupplement. Neither we nor the underwriters have authorized anyone to provide you any information orto make any representations other than those contained or incorporated by reference inthis prospectus supplement or the accompanying base prospectus. We take noresponsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. Neither we nor the underwriters are making an offerof the Notes in any jurisdiction where the offer is not permitted. Except for information thatis specifically tied to a particular date, you should not assume that the informationcontained or incorporated by reference in this prospectus supplement, the accompanyingbase prospectus or any related free writing prospectus is accurate as of any date otherthan the date on the front of those respective documents. Our business, financialcondition, results of operations and prospects may have changed since those dates. The information in this prospectus supplement is not complete. You should reviewcarefully all of the detailed information appearing in this prospectus supplement, theaccompanying base prospectus, any free writing prospectus relating to this offering andthe documents we have incorporated by reference before making any investmentdecision. This prospectus contains forward-looking statements that are subject to a number of risksand uncertainties, many of which are beyond our control. See “Forward-LookingStatements” and “Risk Factors.” We expect delivery of the Notes will be made against payment therefor on or aboutJanuary 15, 2025, w