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) June 20, 2007
Plains All American Pipeline, L.P.
(Exact name of registrant as specified in its charter)
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| DELAWARE
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1-14569
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76-0582150 |
(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
333 Clay Street, Suite 1600, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code 713-646-4100
(Former name or former address, if changed since last report.)
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:
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 June 20, 2007, Plains All American Pipeline, L.P. (the “Partnership”) entered into a
purchase agreement with several institutional and private investors in connection with the sale by
the Partnership of 6,296,172 common units of the Partnership (the “Offering”) at a per unit price
of $59.56. The common units are being offered pursuant to an effective shelf registration statement
that the Partnership previously filed with the U.S. Securities and Exchange Commission. The closing
of the Partnership’s sale of 6,296,172 common units is expected to occur on or about June 25, 2007.
Item 7.01. Regulation FD Disclosure
In accordance with the General Instruction B.2 of Form 8-K, the information presented herein
under Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Act of
1934, as amended, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a
filing.
On June 20, 2007, the Partnership issued a press release announcing the Offering and other
matters. The Partnership is furnishing a copy of such press release as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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1.1 |
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Purchase Agreement dated as of June 20, 2007 by and between Plains All American
Pipeline, L.P. and the purchasers named therein. |
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5.1 |
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Legal Opinion of Vinson & Elkins L.L.P. |
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8.1 |
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Opinion of Vinson & Elkins L.L.P. as to certain tax matters |
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23.1 |
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Consent of Vinson & Elkins L.L.P. (included in Exhibits 5.1 and 8.1) |
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99.1 |
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Press Release of Plains All American Pipeline, L.P. dated June 20, 2007 |