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): May 7, 2008
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) | | |
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)) |
TABLE OF CONTENTS
Item 1.01 Entry Into a Material Definitive Agreement.
On May 7, 2008, 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., Pacific Energy Group LLC, and Wachovia Capital Markets, LLC, Citigroup Global Markets 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 6,000,000 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 900,000 units, which over allotment option was exercised on May 9, 2008. The material terms of the offering of the Common Units are described in the prospectus supplement, dated May 7, 2008, 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 dated July 7, 2005, and the closing with respect to 6,900,000 common units is expected to occur on May 12, 2008.
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 Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., UBS Securities LLC, J.P. Morgan Securities, Inc. 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 4.2% interest in the Partnership’s general partner as well as 394,824 of the Partnership’s common units.
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.
In accordance with General Instruction B.2 of Form 8-K, the information presented under this Item 7.01 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 be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended.
On May 7, 2008, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | |
| Exhibit | | |
| Number | | Description |
| 1.1 | | Underwriting Agreement, dated May 7, 2008 by and between 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 Wachovia Capital Markets, LLC, Citigroup Global Markets Inc. and UBS Securities LLC, as representatives of the several underwriters named therein. |
| | | |
| 5.1 | | Opinion of Vinson & Elkins L.L.P. |
| | | |
| 8.1 | | Opinion of Vinson & Elkins L.L.P. as to certain tax matters. |
| | | |
| 99.1 | | Press Release dated May 7, 2008. |
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