PLAINS GP HOLDINGS LPPAGP
PLAINS GP HOLDINGS LP Debt Disclosure
Debt
Debt consisted of the following (in millions):
| December 31, 2025 | December 31, 2024 | ||||||||||
| SHORT-TERM DEBT | |||||||||||
PAA commercial paper notes, bearing a weighted-average interest rate of 3.9% and 4.6%, respectively (1) | $ | 554 | $ | 393 | |||||||
| Other | 9 | 14 | |||||||||
| Total short-term debt | 563 | 407 | |||||||||
| LONG-TERM DEBT | |||||||||||
| PAA senior notes: | |||||||||||
4.65% senior notes due October 2025 (2) | — | 1,000 | |||||||||
4.50% senior notes due December 2026 (3) | 750 | 750 | |||||||||
3.55% senior notes due December 2029 | 1,000 | 1,000 | |||||||||
3.80% senior notes due September 2030 | 750 | 750 | |||||||||
4.70% senior notes due January 2031 | 1,000 | — | |||||||||
5.70% senior notes due September 2034 | 650 | 650 | |||||||||
5.95% senior notes due June 2035 | 1,000 | — | |||||||||
5.60% senior notes due January 2036 | 1,000 | — | |||||||||
6.70% senior notes due May 2036 | 250 | 250 | |||||||||
6.65% senior notes due January 2037 | 600 | 600 | |||||||||
5.15% senior notes due June 2042 | 499 | 499 | |||||||||
4.30% senior notes due January 2043 | 348 | 348 | |||||||||
4.70% senior notes due June 2044 | 687 | 687 | |||||||||
4.90% senior notes due February 2045 | 649 | 649 | |||||||||
| Unamortized discounts and debt issuance costs | (65) | (42) | |||||||||
| PAA senior notes, net of unamortized discounts and debt issuance costs | 9,118 | 7,141 | |||||||||
| Other long-term debt: | |||||||||||
PAA commercial paper notes, bearing a weighted-average interest rate of 3.9% (3) | 416 | — | |||||||||
PAA term loan, net of debt issuance costs of $1, bearing a weighted-average interest rate of 5.0% | 1,099 | — | |||||||||
| Other | 63 | 70 | |||||||||
| Total long-term debt | 10,696 | 7,211 | |||||||||
Total debt (4) | $ | 11,259 | $ | 7,618 | |||||||
(1)PAA classified these commercial paper notes as short-term as of December 31, 2025 and 2024, as these notes were primarily designated as working capital borrowings, were required to be repaid within one year and were primarily for hedged NGL and crude oil inventory and NYMEX and ICE margin deposits.
(2)As of December 31, 2024, PAA classified its $1.0 billion, 4.65% senior notes due October 2025 as long-term based on its ability and intent to refinance these notes on a long-term basis at that time. PAA redeemed these senior notes on October 3, 2025.
(3)As of December 31, 2025, PAA classified its $750 million, 4.50% senior notes due December 2026 as long-term based on its ability and intent to refinance the notes on a long-term basis.
(4)As of December 31, 2025, we classified a portion of our commercial paper notes as long-term based on our ability and intent to refinance such amounts on a long-term basis.
(5)PAA’s fixed-rate senior notes had a face value of approximately $9.2 billion and $7.2 billion as of December 31, 2025 and 2024, respectively. We estimated the aggregate fair value of these notes as of December 31, 2025 and 2024 to be approximately $9.0 billion and $6.7 billion, respectively. PAA’s fixed-rate senior notes are traded among institutions, and these trades are routinely published by a reporting service. Our determination of fair value is based on reported trading activity near the end of the reporting period. We estimate that the carrying value of outstanding borrowings under PAA’s commercial paper program and term loan approximate fair value as interest rates reflect current market rates. The fair value estimates for the PAA senior notes, commercial paper program and term loan are based upon observable market data and are classified in Level 2 of the fair value hierarchy.
PAA Commercial Paper Program
PAA has a commercial paper program under which it may issue (and have outstanding at any time) up to $2.7 billion in the aggregate of privately placed, unsecured commercial paper notes. Such notes are backstopped by the PAA senior unsecured revolving credit facility and the PAA senior secured hedged inventory facility; as such, any borrowings under the PAA commercial paper program reduce the available capacity under these facilities.
Credit Agreements
PAA senior secured hedged inventory facility. PAA has a credit agreement that provides for a senior secured hedged inventory facility with a committed borrowing capacity of $1.35 billion. Subject to obtaining additional or increased lender commitments and other terms and conditions, the committed capacity of the facility may be increased to $1.9 billion. The credit agreement provides for the issuance of letters of credit of up to $400 million. Proceeds from the facility are primarily used to finance purchased or stored hedged inventory, including NYMEX and ICE margin deposits. Such obligations under the committed facility are secured by the financed inventory and the associated accounts receivable and are repaid from the proceeds of the sale of the financed inventory. Borrowings accrue interest based, at our election, on certain floating rate indices as defined in the credit agreement, in each case plus a margin based on our credit rating at the applicable time. The amended credit agreement also provides for one or more one-year extensions, subject to applicable approval and other terms and conditions. The maturity date of the facility is August 2027 with respect to all extending lenders under the facility, except for a non-extending lender (which represents a commitment of approximately $64 million out of total commitments of $1.35 billion from all lenders), which has a maturity date of August 2026.
PAA senior unsecured revolving credit facility. PAA has a credit agreement that provides for a senior unsecured revolving credit facility with a committed borrowing capacity of $1.35 billion, of which $400 million is available for the issuance of letters of credit. Subject to obtaining additional or increased lender commitments and other terms and conditions, the committed capacity may be increased to $2.1 billion. Borrowings accrue interest based, at our election, on certain floating rate indices as defined in the credit agreement, in each case plus a margin based on our credit rating at the applicable time. The credit agreement provides for one or more one-year extensions, subject to applicable approval and other terms and conditions. The maturity date of the facility is August 2029 with respect to all extending lenders under the facility, except for a non-extending lender (which represents a commitment of approximately $64 million out of total commitments of $1.35 billion from all lenders), which has a maturity date of August 2027.
EPIC credit agreement. In connection with the EPIC Acquisition, completed on November 1, 2025, PAA assumed the EPIC credit agreement, which provided for a $1.2 billion term loan and a $125 million revolving credit facility. Borrowings under the EPIC credit agreement accrued interest based, at our election, on certain floating rate indices as defined in the EPIC credit agreement, in each case, plus an applicable margin. On December 1, 2025, PAA terminated the EPIC credit agreement and repaid the $1.1 billion of borrowings outstanding under the EPIC term loan.
Term Loan Agreement
On November 26, 2025, PAA entered into a term loan agreement that provides for a $1.1 billion senior unsecured term loan, which was funded on December 1, 2025. The term loan will mature in November 2027. PAA may at any time prepay amounts outstanding under the term loan agreement, in whole or in part, without premium or penalty. The closing of the Canadian NGL Business divestiture will trigger mandatory prepayment of all amounts outstanding under the term loan agreement within business days of the closing of such divestiture. Borrowings accrue interest based, at its election, on either Term SOFR or the Base Rate, in each case, plus an applicable rate. From the closing date to (but excluding) the first anniversary of the closing date, the applicable rate is 1.125% for Term SOFR Loans and 0.125% for Base Rate Loans; on and after the first anniversary, the applicable rate increases to 1.250% for Term SOFR Loans and 0.250% for Base Rate Loans.
PAA Senior Notes
PAA’s senior notes are co-issued, jointly and severally, by Plains All American Pipeline, L.P. and a 100%-owned consolidated finance subsidiary (neither of which have independent assets or operations) and are unsecured senior obligations of such entities and rank equally in right of payment with existing and future senior indebtedness of the issuers. PAA may, at its option, redeem any series of senior notes at any time in whole or from time to time in part, prior to maturity, at the redemption prices described in the indentures governing the senior notes. PAA’s senior notes are not guaranteed by any of its subsidiaries.
PAA Senior Notes Issuances. The table below summarizes PAA’s issuances of senior unsecured notes during the three years ended December 31, 2025 (face value in millions):
Issuance Date | Description | Maturity | Face Value | Interest Payment Dates | |||||||||||||||||||||||||
| November 14, 2025 | 4.70% senior notes issued at 99.872% of face value | January 2031 | $ | 300 | January 15 and July 15 | (1) | |||||||||||||||||||||||
| November 14, 2025 | 5.60% senior notes issued at 100.518% of face value | January 2036 | $ | 450 | January 15 and July 15 | (2) | |||||||||||||||||||||||
| September 8, 2025 | 4.70% senior notes issued at 99.865% of face value | January 2031 | $ | 700 | January 15 and July 15 | ||||||||||||||||||||||||
| September 8, 2025 | 5.60% senior notes issued at 99.798% of face value | January 2036 | $ | 550 | January 15 and July 15 | ||||||||||||||||||||||||
| January 15, 2025 | 5.95% senior notes issued at 99.761% of face value | June 2035 | $ | 1,000 | June 15 and December 15 | ||||||||||||||||||||||||
| June 27, 2024 | 5.70% senior notes issued at 99.953% of face value | September 2034 | $ | 650 | March 15 and September 15 | ||||||||||||||||||||||||
(1) Additional issuance of PAA 4.70% senior notes due 2031 that were issued on September 8, 2025, and trade interchangeably with such notes.
(2) Additional issuance of PAA 5.60% senior notes due 2036 that were issued on September 8, 2025 and trade interchangeably with such notes.
PAA Senior Notes Repayments. During the three years ended December 31, 2025, PAA repaid the following senior unsecured notes in full:
Repayment Date | Description | Maturity | ||||||||||||||||||
| October 3, 2025 | $1,000 million 4.65% senior notes | October 2025 | (1) | |||||||||||||||||
| November 1, 2024 | $750 million 3.60% senior notes | November 2024 | (2) | |||||||||||||||||
(1)PAA repaid these senior notes with a combination of proceeds from PAA senior notes issued in September 2025, cash on hand and borrowings under its commercial paper program.
(2)PAA repaid these senior notes with a combination of proceeds from PAA senior notes issued in June 2024, cash on hand and borrowings under its commercial paper program.
Maturities
The weighted average maturity of PAA’s senior notes outstanding at December 31, 2025 was approximately 10 years. The following table presents the aggregate contractually scheduled maturities of such senior notes for the next five years and thereafter. The amounts presented exclude unamortized discounts and debt issuance costs.
| Calendar Year | Payment (in millions) | |||||||
| 2026 | $ | 750 | ||||||
| 2027 | $ | — | ||||||
| 2028 | $ | — | ||||||
| 2029 | $ | 1,000 | ||||||
| 2030 | $ | 750 | ||||||
| Thereafter | $ | 6,683 | ||||||
Covenants and Compliance
The credit agreements for PAA’s revolving credit facilities (which impact the ability to access the PAA commercial paper program because they provide the financial backstop that supports PAA’s short-term credit ratings), the term loan agreement and the indentures governing PAA’s senior notes contain cross-default provisions. PAA’s credit agreements prohibit declaration or payments of distributions on, or purchases or redemptions of, units if any default or event of default is continuing. In addition, PAA’s agreements contain various covenants limiting PAA’s ability to, among other things:
•grant liens on certain property;
•incur indebtedness, including finance leases;
•sell substantially all of its assets or enter into a merger or consolidation;
•engage in certain transactions with affiliates; and
•enter into certain burdensome agreements.
The credit agreements for the PAA senior unsecured revolving credit facility and senior secured hedged inventory facility and the term loan agreement treat a change of control as an event of default and also require PAA to maintain a debt-to-EBITDA coverage ratio that, on a trailing four-quarter basis, will not be greater than 5.00 to 1.00 (or 5.50 to 1.00 on all outstanding debt during an acquisition period (generally, the period consisting of three fiscal quarters following an acquisition greater than $150 million)). For covenant compliance purposes, Consolidated EBITDA may include certain adjustments, including those for material projects and certain non-recurring expenses. Additionally, letters of credit and borrowings to fund hedged inventory and margin requirements are excluded when calculating the debt coverage ratio.
A default under PAA’s credit agreements, term loan agreement or indentures would permit the lenders to accelerate the maturity of the outstanding debt. As long as PAA is in compliance with the provisions contained in its credit agreements and term loan agreement, PAA’s ability to make distributions of available cash is not restricted. As of December 31, 2025, PAA was in compliance with the covenants contained in its credit agreements, term loan agreement and indentures.
Borrowings and Repayments
Total borrowings under PAA’s credit facilities and commercial paper program for the years ended December 31, 2025, 2024 and 2023 were approximately $56.4 billion, $28.1 billion and $18.1 billion, respectively. Total repayments under PAA’s credit facilities and commercial paper program were approximately $55.8 billion, $28.1 billion and $17.7 billion for the years ended December 31, 2025, 2024 and 2023, respectively. The variance in total gross borrowings and repayments is impacted by various business and financial factors including, but not limited to, the timing, average term and method of general partnership borrowing activities.
Letters of Credit
In connection with our merchant activities, we provide certain suppliers with irrevocable standby letters of credit to secure our obligation for the purchase and transportation of crude oil and NGL. Our liabilities with respect to these purchase obligations are recorded in accounts payable on our balance sheet in the month the crude oil or NGL is purchased. Generally, these letters of credit are issued for periods of up to seventy days and are terminated upon completion of each transaction. Additionally, we issue letters of credit to support insurance programs, derivative transactions, including hedging-related margin obligations, and construction activities. At December 31, 2025 and 2024, we had outstanding letters of credit of $95 million and $90 million, respectively.
Debt Issuance Costs
Costs incurred in connection with the issuance of senior notes are recorded as a direct deduction from the related debt liability and are amortized using the straight-line method over the term of the related debt. Use of the straight-line method does not differ materially from the “effective interest” method of amortization.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Feb 27, 2020 | |
| 2018 | Feb 27, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 23, 2017 | |
| 2015 | Feb 25, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.