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): March 17, 2009
Plains All American Pipeline, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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1-14569
(Commission
File Number)
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76-0582150
(IRS Employer
Identification No.) |
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333 Clay Street, Suite 1600
Houston, Texas
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77002
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01 Entry Into a Material Definitive Agreement.
On March 17, 2009, Plains All American Pipeline, L.P. (the “Partnership”) entered into an
Underwriting Agreement (the “Underwriting Agreement”), filed herewith as Exhibit 1.1, by and
among the Partnership, PAA GP LLC, Plains AAP, L.P., Plains All American GP LLC, Plains Marketing
GP Inc., Plains Marketing, L.P., Plains Pipeline, L.P., and Pacific Energy Group LLC, and UBS
Securities LLC, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Wachovia Capital Markets, 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 5,000,000 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 750,000 common units. The material terms of the offering of the Common Units are described
in the prospectus supplement, dated March 17, 2009, 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 filed by the Partnership on
November 25, 2008, and the closing with respect to the 5,000,000 Common Units is expected to occur
on March 20, 2009.
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.
Some of the Underwriters and their 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 UBS Securities LLC, Citigroup Global Markets Inc., J.P. Morgan
Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wachovia Capital Markets, LLC
(including Wachovia Bank, National Association and Wells Fargo, N.A.) and RBC Capital Markets
Corporation 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. Affiliates of Wachovia Capital Markets, LLC beneficially own a 3.9% interest in
the Partnership’s general partner as well as approximately 415,000 of the Partnership’s common
units as of February 28, 2009.
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 March 17, 2009, 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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Description |
1.1
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Underwriting Agreement, dated March 17, 2009, by and among Plains
All American Pipeline, L.P., PAA GP LLC, Plains AAP, L.P., Plains
All American GP LLC, Plains Marketing GP Inc., Plains Marketing,
L.P., Plains Pipeline, L.P. and Pacific Energy Group LLC, and UBS
Securities LLC, Citigroup Global Markets Inc., J.P. Morgan
Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Wachovia Capital Markets, LLC, as representatives |
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