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PNG > SEC Filings for PNG > Form 8-K on 19-Mar-2013All Recent SEC Filings

Show all filings for PAA NATURAL GAS STORAGE LP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PAA NATURAL GAS STORAGE LP


19-Mar-2013

Entry into a Material Definitive Agreement, Financial Statements and E


ITEM 1.01 Entry into a Material Definitive Agreement.

On March 18, 2013, PAA Natural Gas Storage, L.P. (the "Partnership") entered into an Equity Distribution Agreement (the "Agreement") with Citigroup Global Markets Inc. ("Citigroup"). Pursuant to the terms of the Agreement, the Partnership may sell from time to time through Citigroup, as the Partnership's sales agent, common units representing limited partner interests having an aggregate offering price of up to $75,000,000 (the "Units"). Sales of the Units, if any, will be made by means of ordinary brokers' transactions on the New York Stock Exchange at market prices, in block transactions or as otherwise agreed by the Partnership and Citigroup.

The Partnership intends to use the net proceeds from the sales of the Units, including its general partner's proportionate capital contribution, after deducting the sales agent's commission and offering expenses, for general partnership purposes, which may include, among other things, repayment of indebtedness, acquisitions, capital expenditures and additions to working capital. Amounts repaid under the Partnership's revolving credit facility may be reborrowed to fund the Partnership's ongoing capital program, potential future acquisitions or for general partnership purposes.

Under the terms of the Agreement, the Partnership may also sell Units from time to time to Citigroup as principal for its own account at a price to be agreed upon at the time of sale. Any sale of Units to Citigroup as principal would be pursuant to the terms of a separate terms agreement between the Partnership and Citigroup.

The Units will be issued pursuant to the Partnership's existing effective shelf registration statement on Form S-3 (Registration No. 333-174590).

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein. Legal opinions relating to the Units are filed herewith as Exhibits 5.1 and 8.1.



ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number       Description
1.1          Equity Distribution Agreement, dated March 18, 2013, between PAA
             Natural Gas Storage, L.P. and Citigroup Global Markets Inc.
5.1          Opinion of Vinson & Elkins L.L.P. regarding legality of the Units.
8.1          Opinion of Vinson & Elkins L.L.P. regarding tax matters.


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