Filed Pursuant to Rule 433
Registration No. 333-155671
July 20, 2009
FINAL TERM SHEET
4.25% Senior Notes due September 1, 2012
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Issuers: |
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Plains All American Pipeline, L.P. and PAA Finance Corp. |
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Guarantee: |
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Unconditionally guaranteed by certain subsidiaries of |
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Plains All American Pipeline, L.P. |
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Trade Date: |
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July 20, 2009 |
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Expected Settlement Date: |
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July 23, 2009 |
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Note Type: |
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Senior Unsecured Notes |
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Legal Format: |
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SEC Registered |
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Size: |
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$500,000,000 |
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Maturity Date: |
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September 1, 2012 |
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Coupon: |
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4.25% |
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Yield to Maturity: |
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4.317% |
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Interest Payment Dates: |
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March 1 and September 1, commencing March 1, 2010 |
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Record Dates: |
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February 15 and August 15 |
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Price to Public: |
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99.802% |
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Benchmark Treasury: |
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1.500% due July 15, 2012 |
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Spread to Benchmark Treasury: |
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+275 bps |
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Benchmark Treasury Yield: |
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1.567% |
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Make-Whole Call: |
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T + 40 bps |
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CUSIP: |
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72650RAV4 |
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ISIN: |
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US72650RAV42 |
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Ratings*: |
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Baa3 (stable) by Moody’s Investors Service, Inc.
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BBB- (stable) by Standard & Poor’s Ratings Services |
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Joint Book-Running Managers: |
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J.P. Morgan Securities Inc.
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BNP Paribas Securities Corp.
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Wells Fargo Securities, LLC
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Co-Managers: |
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BMO Capital Markets Corp.
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Daiwa Securities America Inc.
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Mizuho Securities USA Inc.
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RBC Capital Markets Corporation |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and
may be subject to revision or withdrawal at any time.
The issuers have filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuers have filed with the SEC for more
complete information about the issuers and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the issuers, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by calling J.P. Morgan Securities Inc. at
1-212-834-4533, BNP Paribas Securities Corp. at 1-800-854-5674 or Wells Fargo Securities, LLC at
1-800-326-5897.
Use of Proceeds
We expect to receive net proceeds of approximately $497 million from the sale of the Notes we are
offering, after deducting underwriters’ discounts and commissions and our estimated offering
expenses.
Pro Forma Ratio of Earnings to Fixed Charges
Giving effect to our public offering of $350 million of senior notes in April 2009 and the
application of the net proceeds therefrom and this offering and the application of the net proceeds
therefrom, as of the beginning of each pro forma period presented, our ratio of earnings to fixed
charges would have been as follows:
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Pro Forma |
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Three months |
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Year ended |
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ended |
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December 31, 2008 |
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March 31, 2009 |
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Ratio of Earnings to Fixed
Charges(1) |
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2.38x |
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3.65x |
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Includes interest costs attributable to borrowings for inventory stored in
a contango market of $9 million for the year ended December 31, 2008. |
Revised Capitalization Disclosure
In the “As further adjusted for this offering” column of the capitalization table on page S-14 of
the preliminary prospectus supplement, Cash and cash equivalents is $259 million, Hedged inventory
facility is $0 million, Total short-term debt is $176 million, Senior Notes offered hereby is $500
million, Unamortized premium/(discount), net is $(7) million, Total long-term debt is $3,894
million and Total capitalization is $7,634 million.