ITEM 1.01
Entry into a Material Definitive Agreement.
On November 30, 2016, Plains All American Pipeline, L.P. (the
Partnership
) entered into an Equity Distribution Agreement (the
Agreement
) with Wells Fargo Securities, LLC, Barclays Capital Inc., BB&T Capital Markets, a division of BB&T Securities, LLC, BMO Capital Markets Corp., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., DNB Markets, Inc., Fifth Third Securities, Inc., J.P. Morgan Securities LLC, Jefferies LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MUFG Securities Americas Inc., Mizuho Securities USA Inc., Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., SunTrust Robinson Humphrey, Inc. and UBS Securities LLC (each a
Manager
and collectively the
Managers
). Pursuant to the terms of the Agreement, the Partnership may sell from time to time through the Managers, as the Partnerships sales agents, common units representing limited partner interests having an aggregate offering price of up to $750,000,000 (the
Units
). Sales of the Units, if any, will be made by means of ordinary brokers transactions on the New York Stock Exchange at market prices, in block transactions or as otherwise agreed by the Partnership and the Managers.
The Partnership intends to use the net proceeds of this offering, after deducting the sales agents commissions and offering expenses, for general partnership purposes, which may include, among other things, repayment of indebtedness, acquisitions, capital expenditures and additions to working capital. Amounts repaid under the Partnerships credit facilities or commercial paper program may be reborrowed to fund the Partnerships ongoing expansion capital program, future acquisitions and investments or for general partnership purposes.
Under the terms of the Agreement, the Partnership may also sell Units from time to time to any Manager as principal for its own account at a price to be agreed upon at the time of sale. Any sale of Units to a Manager as principal would be pursuant to the terms of a separate terms agreement between the Partnership and such Manager.
The Units will be issued pursuant to the Partnerships existing effective shelf registration statement on Form S-3 (Registration No. 333-207140).
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein. Legal opinions relating to the Units are filed herewith as Exhibits 5.1 and 8.1.