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PAA > SEC Filings for PAA > Form 8-K on 22-Aug-2014All Recent SEC Filings

Show all filings for PLAINS ALL AMERICAN PIPELINE LP

Form 8-K for PLAINS ALL AMERICAN PIPELINE LP


22-Aug-2014

Entry into a Material Definitive Agreement, Financial Statements


ITEM 1.01 Entry into a Material Definitive Agreement.

On August 22, 2014, Plains All American Pipeline, L.P. (the "Partnership") entered into an Equity Distribution Agreement (the "Agreement") with Citigroup Global Markets Inc., Barclays Capital Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, BMO Capital Markets Corp., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Jefferies LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc., Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, Robert W. Baird & Co. Incorporated, Scotia Capital (USA) Inc., SG Americas Securities, LLC, SunTrust Robinson Humphrey, Inc., Tudor, Pickering, Holt & Co. Securities, Inc., UBS Securities LLC, USCA Securities LLC, and Wells Fargo Securities, LLC (each a "Manager" and collectively the "Managers"). Pursuant to the terms of the Agreement, the Partnership may sell from time to time through the Managers, as the Partnership's sales agents, common units representing limited partner interests having an aggregate offering price of up to $900,000,000 (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 the Managers.

The Partnership intends to use the net proceeds of this offering, including its general partner's proportionate capital contribution, after deducting the sales agents' commissions 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 credit facilities 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 any Manager as principal for its own account at a price to be agreed upon at the time of sale. Any sale of Units to a Manager as principal would be pursuant to the terms of a separate terms agreement between the Partnership and such Manager.

The Units will be issued pursuant to the Partnership's existing effective shelf registration statement on Form S-3 (Registration No. 333-184135).

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 August 22, 2014, between Plains
             All American Pipeline, L.P. and Citigroup Global Markets Inc.,
             Barclays Capital Inc., BB&T Capital Markets, a division of BB&T
             Securities, LLC, BMO Capital Markets Corp., Deutsche Bank Securities
             Inc., J.P. Morgan Securities LLC, Jefferies LLC, Merrill Lynch,
             Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA),
             Inc., Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, Raymond
             James & Associates, Inc., RBC Capital Markets, LLC, Robert W. Baird &
             Co. Incorporated, Scotia Capital (USA) Inc., SG Americas Securities,
             LLC, SunTrust Robinson Humphrey, Inc., Tudor, Pickering, Holt & Co.
             Securities, Inc., UBS Securities LLC, USCA Securities LLC, and Wells
             Fargo Securities, LLC.

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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