UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): September 9, 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
(Address of principal
executive offices)
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77002
(ZipCode) |
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))
ITEM 1.01 Entry Into a Material Definitive Agreement.
On September 9, 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
between the Partnership and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities Inc. and UBS 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 4,600,000 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 690,000 common units,
which over allotment option was exercised on September 10, 2009. The material terms of the offering of the Common Units are
described in the prospectus supplement, dated September 9, 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 5,290,000 common units is expected to
occur on September 14, 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 Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, J.P. Morgan Securities Inc., UBS Securities LLC and Wells Fargo Securities, LLC 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 Wells Fargo Securities, LLC beneficially own a 3.7% interest in the
Partnership’s general partner as of September 4, 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 September 9, 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 September 9, 2009, by and between
Plains All American Pipeline, L.P. and Citigroup Global Markets
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.
Morgan Securities Inc. and UBS 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 September 9, 2009. |
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