UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 16, 2010
Plains All American Pipeline, L.P.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-14569
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76-0582150 |
(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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333 Clay Street, Suite 1600
Houston, Texas
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77002 |
(Address of principal
executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (713) 646-4100
(Former name or former address, if changed since last report): Not applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01 Entry Into a Material Definitive Agreement.
On November 16, 2010, Plains All American Pipeline, L.P. (the “Partnership”) entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Wells Fargo
Securities, LLC, as representatives (“Representatives”) of the several underwriters named therein
(the “Underwriters”), that provides for the issuance and sale by the Partnership, and purchase by
the Underwriters, of 4,200,000 common units representing limited partner interests in the
Partnership (the “Common Units”). The Underwriters were also granted an over allotment option for a
period of 30 days to purchase up to an additional 630,000 common units. The material terms of the
offering of the Common Units are described in the prospectus supplement, dated November 16, 2010,
as filed by the Partnership with the Securities and Exchange Commission (the “Commission”). The
offer and sale of the Common Units is registered with the Commission pursuant to a Registration
Statement on Form S-3 (Registration No. 333-162475) filed by the Partnership on October 14, 2009,
and the closing with respect to the Common Units is expected to occur on November 19, 2010.
The Underwriting Agreement contains customary representations, warranties and agreements of
the Partnership and certain affiliates, and customary conditions to closing, indemnification
rights, obligations of the parties and termination provisions.
Each of the Underwriters or their respective affiliates have performed investment and
commercial banking and advisory services for the Partnership and its affiliates from time to time
for which they have received customary fees and expenses. The Underwriters and their affiliates
may, from time to time, engage in transactions with and perform services for the Partnership in the
ordinary course of their business. Affiliates of each of the Underwriters are lenders under the
Partnership’s credit facilities and accordingly will receive a substantial portion of the proceeds
from the offering pursuant to the repayment of borrowings under such facilities.
The foregoing description of the Underwriting Agreement is qualified in its entirety by
reference to such Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is
incorporated herein by reference.
ITEM 7.01. Regulation FD Disclosure.
On November 16, 2010, the Partnership issued a press release announcing that it had priced the
offering described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is
furnished as Exhibit 99.1 hereto.
In accordance with General Instruction B.2 of Form 8-K, the press release is deemed to be
“furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor
shall such information and Exhibit be deemed incorporated by reference into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit |
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Description |
1.1
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Underwriting Agreement, dated November 16, 2010, by and among
Plains All American Pipeline, L.P. and Citigroup Global Markets
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan
Stanley & Co. Incorporated and Wells Fargo Securities, LLC, as
representatives of the several underwriters named therein. |
5.1
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Opinion of Vinson & Elkins L.L.P. |
8.1
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Opinion of Vinson & Elkins L.L.P. as to certain tax matters. |
99.1
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Press Release dated November 16, 2010. |
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