Plains All American Pipeline, L.P. Completes Public Offering of Common Units

HOUSTON--()--Plains All American Pipeline, L.P. (NYSE: PAA) announced today that it has completed its previously announced underwritten public offering of common units representing limited partner interests. Including the overallotment option, which was exercised in full by the underwriters, the Partnership sold a total of 5,750,000 common units at a price to the public of $80.03 per common unit.

Total net proceeds from the offering, including the general partner’s proportionate capital contribution and after deducting underwriting discounts and commissions and estimated offering expenses, were approximately $455 million. The Partnership intends to use the net proceeds of the offering to fund a portion of the proposed acquisition (the “BP NGL Acquisition”) of BP Canada Energy Company, a wholly owned subsidiary of BP Corporation North America, Inc. Pending the application of the net proceeds to fund the BP NGL Acquisition, the Partnership intends to repay all borrowings outstanding under the PAA credit facilities and use the balance for general partnership purposes. If the BP NGL Acquisition is not consummated for any reason, the Partnership will use the net proceeds for general partnership purposes, including future acquisitions and capital program expenditures. As a result of the offering, the Partnership now has 161,318,749 common units outstanding.

Barclays Capital, BofA Merrill Lynch, Citigroup, J.P. Morgan, UBS Investment Bank, and Wells Fargo Securities are joint book-running managers of the offering.

A copy of the prospectus supplement and accompanying base prospectus relating to the offering may be obtained from the underwriters as follows:


Barclays Capital Inc.

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, New York 11717

Telephone: (888) 603-5847

BofA Merrill Lynch

4 World Financial Center
New York, New York 10080
Attn: Prospectus Department


Citigroup Global Markets Inc.

Brooklyn Army Terminal

Attention: Prospectus Delivery Dept.

140 58th Street, Brooklyn, NY 11220

Telephone: (800) 831-9146

J.P. Morgan Securities LLC
via Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
Telephone: (866) 803-9204
UBS Securities LLC

Attention: Prospectus Dept.

299 Park Avenue

New York, NY 10171

Telephone: (888) 827-7275

Wells Fargo Securities

Attention: Equity Syndicate Dept.

375 Park Avenue

New York, NY 10152

Telephone: (800) 326-5897


The common units were offered and sold pursuant to an effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission. This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus and related prospectus supplement.

Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements that involve certain risks and uncertainties. These risks and uncertainties include, among other things, the stability of the capital markets and other factors and uncertainties inherent in the marketing, transportation, terminalling, gathering and storage of crude oil and other petroleum-related products discussed in the Partnership's filings with the Securities and Exchange Commission.

Plains All American Pipeline, L.P. is a publicly-traded master limited partnership engaged in the transportation, storage, terminalling and marketing of crude oil and refined products, as well as in the processing, transportation, fractionation, storage and marketing of natural gas liquids. Through its general partner interest and majority equity ownership position in PAA Natural Gas Storage, L.P. (NYSE: PNG), PAA owns and operates natural gas storage facilities. PAA is headquartered in Houston, Texas.


Plains All American Pipeline, L.P.
Roy I. Lamoreaux, 713-646-4222 – 800-564-3036
Director, Investor Relations


Plains All American Pipeline, L.P.
Roy I. Lamoreaux, 713-646-4222 – 800-564-3036
Director, Investor Relations