PAA · Plains All American Pipeline, L.P.

Plains All American Pipeline, L.P. (PAA) has executed the sale of its Canadian NGL business through a wholly-owned subsidiary, Plains Midstream Canada ULC, to Keyera Corp. for gross consideration of CAD $5.13 billion (USD $3.76 billion), resulting in net proceeds of approximately $3.3 billion after taxes and expenses. This transaction, governed by a Share Purchase Agreement originally dated June 17, 2025 and amended multiple times (Exhibits 2.1-2.4), closed on May 12, 2026. The divestiture triggers immediate debt management actions, including mandatory prepayment and termination effective May 14, 2026, of the $1.1 billion senior unsecured Term Loan Agreement entered November 26, 2025, maturing two years from December 1, 2025 funding. Net proceeds will also repay outstanding commercial paper borrowings and PAA’s 4.50% senior notes due December 2026, alongside general partnership purposes. Transition services agreements ensure operational continuity post-closing. The SPA includes standard provisions for a representation and warranty insurance transaction, with mutual indemnification subject to limitations. A joint press release with Plains GP Holdings, L.P. (PAGP) (Exhibit 99.1) highlights PAA's shift to a pure-play crude oil midstream focus, expecting reduced commodity volatility, lower maintenance capital, and leverage trending toward the 3.25-3.75x target range midpoint, without a special distribution due to tax mitigation from prior acquisitions.