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 10, 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 10, 2012 Plains All American Pipeline, L.P. (the Partnership) and PAA Finance Corp. (together with the Partnership, the Issuers) completed the public offering of $400 million aggregate principal amount of 2.85% Senior Notes due 2023 (the 2023 Notes) and $350 million aggregate principal amount of 4.30% Senior Notes due 2043 (the 2043 Notes, and together with the 2023 Notes, the Notes).
The terms of the Notes are governed by the indenture (the Base Indenture, and as amended and supplemented by the Supplemental Indentures (defined below), the Indenture) dated as of September 25, 2002 by and among the Issuers and U.S. Bank National Association, as trustee (the Trustee), as supplemented by the Twenty-Second Supplemental Indenture between the Issuers and the Trustee (the 22nd Supplemental Indenture) relating to the issuance of the 2023 Notes and the Twenty-Third Supplemental Indenture between the Issuers and the Trustee (the 23rd Supplemental Indenture, and together with the 22nd Supplemental Indenture, the Supplemental Indentures) relating to the issuance of the 2043 Notes.
The 2023 Notes will mature on January 31, 2023, and the 2043 Notes will mature on January 31, 2043. Interest is payable on the Notes on each January 31 and July 31, commencing on July 31, 2013. The Issuers may redeem some or all of the Notes at any time and from time to time prior to maturity at the redemption prices specified in the Indenture.
The Notes are the Partnerships senior unsecured obligations, will rank equally in right of payment with all of the Partnerships existing and future senior debt, and will rank senior in right of payment to all of the Partnerships future subordinated debt. The Notes will be effectively subordinated to all of the Partnerships existing and future secured debt to the extent of the value of the collateral securing such indebtedness.
In certain circumstances, the Indenture restricts the Partnerships ability and the ability of certain of its subsidiaries to: (i) enter into sale and leaseback transactions; (ii) incur liens; (iii) merge or consolidate with another company; and (iv) transfer and sell assets. These covenants are subject to a number of important exceptions and qualifications.
The Indenture contains customary events of default with respect to the Notes of either series, including:
If an event of default under the Indenture occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on the Notes to be due and payable, or, in the case of certain events of default relating to bankruptcy, insolvency or reorganization, those amounts will automatically become immediately due and payable.
Other material terms of the Notes, the Base Indenture and the Supplemental Indentures are described in the prospectus supplement, dated December 3, 2012, as filed by the Partnership with the Commission on December 4, 2012. The foregoing descriptions of the Indenture and the Notes are qualified in their entirety by reference to such Indenture (including the forms of Notes attached thereto). Copies of the 22nd Supplemental Indenture and the 23rd Supplemental Indenture are filed herewith as Exhibits 4.1 and 4.3, respectively, and are 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 12, 2012