SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 3, 2012
Plains All American Pipeline, L.P.
(Exact name of registrant as specified in its charter)
Registrants 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):
On December 3, 2012, Plains All American Pipeline, L.P. (the Partnership) and PAA Finance Corp. (PAA Finance, and together with the Partnership, the Issuers) entered into an underwriting agreement (the Underwriting Agreement) with Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., SunTrust Robinson Humphrey, Inc. and UBS Securities LLC, as representatives of the several underwriters named therein (collectively, the Underwriters), relating to the issuance and sale to the Underwriters of $400 million aggregate principal amount of 2.85% Senior Notes due 2023 and $350 million aggregate principal amount of 4.30% Senior Notes due 2043 (collectively the Notes), subject to the terms and conditions therein.
The Notes are being offered and sold under the Issuers shelf registration statement on Form S-3 (Registration No. 333-184137) filed with the Securities and Exchange Commission on September 27, 2012 (the Registration Statement), and are described in a Prospectus Supplement dated December 3, 2012 to the Prospectus dated September 27, 2012, which is included in the Registration Statement.
Each series of the Notes will be issued pursuant to a supplemental indenture to be dated December 10, 2012 by and among the Issuers and U.S. Bank National Association (successor to Wachovia Bank, National Association), as trustee (the Trustee). Each supplemental indenture will be entered into in accordance with the provisions of the Indenture dated September 25, 2002 by and among the Issuers and the Trustee.
The closing of the offering of the Notes is expected to occur on December 10, 2012, subject to customary closing conditions.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 6, 2012