Attached files
file | filename |
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EX-1.1 - EX-1.1 - PLAINS ALL AMERICAN PIPELINE LP | h78739exv1w1.htm |
EX-5.1 - EX-5.1 - PLAINS ALL AMERICAN PIPELINE LP | h78739exv5w1.htm |
EX-4.1 - EX-4.1 - PLAINS ALL AMERICAN PIPELINE LP | h78739exv4w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): January 5, 2011
Plains All American Pipeline, L.P.
(Exact name of registrant as specified in its charter)
Delaware | 1-14569 | 76-0582150 | ||
(State or other jurisdiction of | (Commission | (IRS Employer | ||
incorporation) | File Number) | Identification No.) |
333 Clay Street, Suite 1600 | ||
Houston, Texas | 77002 | |
(Address of principal | (Zip Code) | |
executive offices) |
Registrants 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))
ITEM 1.01 Entry into a Material Definitive Agreement
On January 5, 2011, Plains All American Pipeline, L.P. (the Partnership), PAA Finance Corp.
(PAA Finance, and together with the Partnership, the Issuers) and certain Subsidiary
Guarantors, entered into an underwriting agreement (the Underwriting Agreement) with Wells Fargo
Securities, LLC, J.P. Morgan Securities LLC, SunTrust Robinson Humphrey, Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, BMO Capital Markets Corp., Daiwa Capital Markets America Inc,
ING Financial Markets LLC, Mizuho Securities USA Inc., Morgan Stanley & Co. Incorporated, Scotia
Capital (USA) Inc., SG Americas Securities, LLC and U.S. Bancorp Investments, Inc. (collectively,
the Underwriters), relating to the issuance and sale to the Underwriters of $600 million
aggregate principal amount of 5.00% Senior Notes due 2021 (the Notes), subject to the terms and
conditions therein.
The Notes are being offered and sold under the Issuers shelf registration statement on Form
S-3 (Registration No. 333-162475) filed with the Securities and Exchange Commission on October 14,
2009 (the Registration Statement), and are described in a Prospectus Supplement dated January 5,
2011 to the Prospectus dated October 14, 2009, which is included in the Registration Statement.
The terms of the Notes are more fully described in the Nineteenth Supplemental Indenture (the
Supplemental Indenture), to be dated January 14, 2011, by and among the Issuers, the Subsidiary
Guarantors named therein and U.S. Bank National Association (successor to Wachovia Bank, National
Association), as trustee (the Trustee). The Supplemental Indenture will be entered into in
accordance with the provisions of the Indenture dated September 25, 2002 by and among the Issuers
and the Trustee.
The closing of the underwritten public offering of the Notes is scheduled to occur on January
14, 2011, subject to customary closing conditions.
The Underwriting Agreement, the form of Supplemental Indenture and the form of the Notes are
filed as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
ITEM
8.01 Other Events.
On January
7, 2011, the Partnership gave notice to the holders of its 7.75% senior notes due 2012 (the
2012 Notes) of the Partnerships intent to redeem
all of the outstanding 2012 Notes on February 7,
2011.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit | ||
Number | Description | |
1.1
|
Underwriting Agreement, dated January 5, 2011, by and among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein, and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, SunTrust Robinson Humphrey, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BMO Capital Markets Corp., Daiwa Capital Markets America Inc, ING Financial Markets LLC, Mizuho Securities USA Inc., Morgan Stanley & Co. Incorporated, Scotia Capital (USA) Inc., SG Americas Securities, LLC and U.S. Bancorp Investments, Inc., as Underwriters. | |
4.1
|
Form of Nineteenth Supplemental Indenture, to be dated January 14, 2011, by and among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and U.S. Bank National Association, as trustee. | |
4.2
|
Form of 5.00% Senior Notes due 2021 (included in Exhibit 4.1). | |
5.1
|
Opinion of Vinson & Elkins L.L.P. | |
23.1
|
Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PLAINS ALL AMERICAN PIPELINE, L.P. |
||||
By: | PAA GP LLC, its general partner | |||
By: | PLAINS AAP, L.P., its sole member | |||
By: | PLAINS ALL AMERICAN GP LLC, | |||
its general partner | ||||
By: | /s/ Tim Moore | |||
Name: | Tim Moore | |||
Title: | Vice President | |||
Date: January 11, 2011
2
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
1.1
|
Underwriting Agreement, dated January 5, 2011, by and among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein, and Wells Fargo Securities, LLC, J.P. Morgan Securities LLC, SunTrust Robinson Humphrey, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, BMO Capital Markets Corp., Daiwa Capital Markets America Inc, ING Financial Markets LLC, Mizuho Securities USA Inc., Morgan Stanley & Co. Incorporated, Scotia Capital (USA) Inc., SG Americas Securities, LLC and U.S. Bancorp Investments, Inc., as Underwriters. | |
4.1
|
Form of Nineteenth Supplemental Indenture, to be dated January 14, 2011, by and among Plains All American Pipeline, L.P., PAA Finance Corp., the Subsidiary Guarantors named therein and U.S. Bank National Association, as trustee. | |
4.2
|
Form of 5.00% Senior Notes due 2021 (included in Exhibit 4.1). | |
5.1
|
Opinion of Vinson & Elkins L.L.P. | |
23.1
|
Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1). |