Plains All American Pipeline, L.P. Announces $1.5 Billion Private Placement Of 8% Perpetual Series A Convertible Preferred Units

PAA's General Partner Also Agrees To Modify IDRs

HOUSTON--()--Plains All American Pipeline, L.P. (NYSE:PAA) today announced that it has received binding commitments for the purchase of approximately $1.5 billion of equity capital. The purchasers will acquire approximately 56 million units of a newly authorized series of 8% Perpetual Series A Convertible Preferred Units (the “Preferred Units”) at a price of $26.25 per unit. The Preferred Units will bear an annual distribution of $2.10 per unit. After two years, the Preferred Units are convertible at the purchasers’ option into PAA common units on a one for one basis (subject to customary anti-dilution adjustments), and are convertible at PAA’s option in certain circumstances after three years. Closing of the transaction is scheduled to occur prior to the end of January 2016.

The net proceeds, after deducting offering expenses and including the general partner’s proportionate 2% equity contribution, are approximately $1.5 billion. PAA expects to use the proceeds for capital expenditures, repayment of debt, and general partnership purposes. The primary purchasers include affiliates of EnCap Investments L.P., EnCap Flatrock Midstream, The Energy Minerals Group, Kayne Anderson Capital Advisors, L.P., and First Reserve Advisors, L.L.C.

In connection with this transaction, PAA’s general partner agreed to modify its incentive distribution rights (“IDRs”). As a result of this modification, when the Preferred Units convert into PAA common units, the IDRs associated with the resulting common units will only participate in distribution growth above PAA’s current distribution level of $2.80 per converted common unit. Assuming all Preferred Units convert into PAA common units, the modification represents a permanent IDR reduction of approximately $90 million per year.

“We believe this transaction is extremely positive for PAA and all of its stakeholders,” said Greg Armstrong, Chairman and Chief Executive Officer. “This ‘one and done’ transaction enables PAA to accomplish a number of objectives, including:

  • Immediately strengthen PAA’s balance sheet and liquidity;
  • Reinforce PAA’s commitment to maintaining mid-to-high BBB and Baa credit ratings and fund its capital program in a very debt friendly manner;
  • Satisfy PAA’s equity financing needs for all of 2016 and, in all material respects, all of 2017;
  • Address concerns about PAA's ability to sustain its distribution;
  • Resolve investor concerns about PAA’s need to routinely access equity capital markets; and
  • Substantially insulate PAA from further capital market disruptions.”

In a separate release, PAA also announced a quarterly cash distribution of $0.70 per limited partner unit ($2.80 per unit on an annualized basis), and Plains GP Holdings (NYSE:PAGP) announced a quarterly cash distribution of $0.231 per Class A share ($0.924 per Class A share on an annualized basis). Both distributions are unchanged from the quarterly distributions paid in November 2015.

PAA will conduct a conference call on Tuesday, January 12, 2016 to discuss the Preferred Unit transaction and PAA’s outlook for 2016 and beyond. The conference call will be held at 10:00 a.m. ET (9:00 a.m. CT).

Conference Call Access Instructions

Access to the live conference call is available by dialing toll free (800) 230-1085. International callers should dial (612) 288-0329. No password is required. To access the slide presentation accompanying the conference call, please go to, navigate to "Investor Relations," select "PAA," then "News & Events," and then "Conference Calls." The slide presentation will be available a few minutes prior to the call at the above referenced website.

Telephonic Replay Instructions

To listen to a telephonic replay of the conference call, please dial (800) 475-6701, or (320) 365-3844 for international callers, and enter replay access code 383873. The replay will be available beginning Tuesday, January 12, 2016, at approximately 12:30 p.m. ET and will continue until 12:59 a.m. ET on February 12, 2016.

The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act and applicable state laws.

This press release is neither an offer to sell nor a solicitation of an offer to purchase the securities described herein.

Plains All American Pipeline, L.P. is a publicly traded master limited partnership that owns and operates midstream energy infrastructure and provides logistics services for crude oil, natural gas liquids ("NGL"), natural gas and refined products. PAA owns an extensive network of pipeline transportation, terminalling, storage and gathering assets in key crude oil and NGL producing basins and transportation corridors and at major market hubs in the United States and Canada. On average, PAA handles over 4.4 million barrels per day of crude oil and NGL in its Transportation segment. PAA is headquartered in Houston, Texas.

Plains GP Holdings, L.P. is a publicly traded entity that owns an interest in the general partner and incentive distribution rights of Plains All American Pipeline, L.P., one of the largest energy infrastructure and logistics companies in North America. PAGP is headquartered in Houston, Texas.

Forward Looking Statements

Except for the historical information contained herein, the matters discussed in this release consist of forward-looking statements that involve certain risks and uncertainties that could cause actual results or outcomes to differ materially from results or outcomes anticipated in the forward-looking statements. These risks and uncertainties include, among other things, failure to implement or capitalize, or delays in implementing or capitalizing, on planned growth projects; declines in the volume of crude oil, refined product and NGL shipped, processed, purchased, stored, fractionated and/or gathered at or through the use of our assets, whether due to declines in production from existing oil and gas reserves, failure to develop or slowdown in the development of additional oil and gas reserves, whether from reduced cash flow to fund drilling or the inability to access capital, or other factors; the effects of competition; unanticipated changes in crude oil market structure, grade differentials and volatility (or lack thereof); environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves; fluctuations in refinery capacity in areas supplied by our mainlines and other factors affecting demand for various grades of crude oil, refined products and natural gas and resulting changes in pricing conditions or transportation throughput requirements; the occurrence of a natural disaster, catastrophe, terrorist attack or other event, including attacks on our electronic and computer systems; tightened capital markets or other factors that increase our cost of capital or limit our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects, working capital requirements and the repayment or refinancing of indebtedness; the currency exchange rate of the Canadian dollar; continued creditworthiness of, and performance by, our counterparties, including financial institutions and trading companies with which we do business; maintenance of our credit rating and ability to receive open credit from our suppliers and trade counterparties; weather interference with business operations or project construction, including the impact of extreme weather events or conditions; the availability of, and our ability to consummate, acquisition or combination opportunities; the successful integration and future performance of acquired assets or businesses and the risks associated with operating in lines of business that are distinct and separate from our historical operations; increased costs, or lack of availability, of insurance; non-utilization of our assets and facilities; the effectiveness of our risk management activities; shortages or cost increases of supplies, materials or labor; the impact of current and future laws, rulings, governmental regulations, accounting standards and statements and related interpretations; fluctuations in the debt and equity markets, including the price of our units at the time of vesting under our long-term incentive plans; risks related to the development and operation of our assets, including our ability to satisfy our contractual obligations to our customers; inability to recognize current revenue attributable to deficiency payments received from customers who fail to ship or move more than minimum contracted volumes until the related credits expire or are used; factors affecting demand for natural gas and natural gas storage services and rates; general economic, market or business conditions and the amplification of other risks caused by volatile financial markets, capital constraints and pervasive liquidity concerns; and other factors and uncertainties inherent in the transportation, storage, terminalling and marketing of crude oil and refined products, as well as in the storage of natural gas and the processing, transportation, fractionation, storage and marketing of natural gas liquids as discussed in the Partnerships' filings with the Securities and Exchange Commission.


Plains All American Pipeline, L.P.
Ryan Smith, 866-809-1291
Director, Investor Relations




Ascent Resources, LLC Completes Successful Common Equity Raise and Previously Announced Utica Acquisitions


Ascent Resources, LLC Completes Acquisition of Natural Gas and Oil Assets from Utica Minerals Development, LLC


Ascent Resources, LLC Announces Multiple Utica Acquisitions and Successful Capital Raise


Tallgrass Energy Partners Unitholders Overwhelmingly Approve Merger with Tallgrass Energy GP; Closing Expected on June 29, 2018


EMG Utica, LLC - Update to credit analysis - steady Utica volumes will help maintain low leverage


Jupiter to List on ASX and Announces Tshipi Year-End Results


Crowley Loads First LNG into ISO Tank Container at Eagle LNG Partners' New Plant


Coronado completes acquisition of Curragh Mine


Tallgrass Energy Announces Agreement for Tallgrass Energy GP to Acquire Tallgrass Energy Partners; Announces Increased Quarterly Distributions at TEGP


EMG Utica 'B' Rating Affirmed, Outlook Stable; Senior Debt Rating Raised To 'B+' On Improved Recovery Expectations


Global Infrastructure Partners Closes Medallion Gathering & Processing Acquisition


Baffinland Iron Mines concludes record-setting shipping season with 4.1 million tonnes of iron ore shipped over 75 days


Global Infrastructure Partners to Acquire Medallion Gathering & Processing, LLC


Traverse Midstream Partners Llc Announces Closing of $1.285 Billion Senior Secured Term Loan


Energy Transfer Receives FERC Approval to Resume Horizontal Directional Drilling Operations on the Rover Pipeline Project


Energy Transfer Announces FERC Approval to Put Phase 1A of the Rover Pipeline in Service


Tallgrass Energy Partners Acquires Powder River Oil Gathering System, Continues to Expand Service Offerings in the Basin


EM Crowley Eagle LNG Collaboration Press Release


Permian Resources Announces Consensual And Transformational Restructuring Transaction


Rating Action: Moody's Upgrades EMG Utica, LLC to B1


Ascent Resources Utica Holdings, LLC Announces Closing Of $1.5 Billion Offering Of 10.00% Senior Notes


Tallgrass Energy Partners Acquires Approximate 25 Percent Interest in Rockies Express Pipeline


Energy Transfer Announces Receipt of FERC Certificate for Construction of Rover Pipeline


Tallgrass Energy Partners Acquires Tallgrass Terminals and the Operator of Rockies Express Pipeline


Medallion Midstream Services Announces Southern Delaware Basin Crude Oil Pipeline


Jupiter Mines to Distribute US $55 Million to Shareholders


Ascent Resources, LLC Announces The Closing Of A $787 Million Equity Raise And Retirement Of Approximately $774 Million Of Debt Of Ascent Resources -- Utica, LLC


Plains All American Pipeline, L.P. and Plains GP Holdings, L.P. Announce Closing of Simplification Transactions


Ascent Resources, LLC Announces A $787 Million Equity Raise And Retirement Of Approximately $774 Million Of Debt Of Ascent Resources - Utica, LLC


White Star Petroleum, LLC Closes On Acquisition Of Mississippi Lime And Woodford Shale Assets; Announces Completion Of Recapitalization Initiatives And Key Executive Appointments


Lodestar Energy Group Announces New Multi-Modal Site at Gulf Inland Logistics Park


American Energy - Woodford, LLC Formalizes Name Change To White Star Petroleum, LLC With Key Executive Appointments And Announces Transformative Acquisition Of Mississippi Lime And Woodford Shale Assets From Devon Energy Corporation


Medallion Announces Successful Close of Binding Open Season for the Howard Lateral Crude Oil Pipeline


Tallgrass Development Announces Agreement to Acquire Additional Interest in Rockies Express Pipeline


American Energy - Permian Basin, LLC Formalizes Name Change to Permian Resources, LLC and Finalizes Transition to a Standalone Company with Key Executive Appointments


Ascent Resources, LLC Announces A $500 Million Equity Raise


The Energy & Minerals Group Comments On the Tragic Death of Aubrey K. McClendon


Coronado IV LLC Announces the Signing of Definitive Purchase Agreement Covering Acquisition of buchanan Mine and Certain Reserves from Consol Energy


Record-Breaking CO2 Well Stimulation Yields Outstanding Results


Plains All American Pipeline, L.P. Announces Closing of $1.6 Billion Private Placement of 8% Perpetual Series A Convertible Preferred Units


Eagle LNG Partners Submits Application with the US Department of Energy to Engage in LNG Exports


Ascent Resources - Utica, LLC And ARU Finance Corporation Announce Offer To Exchange Outstanding 3.50% Convertible Subordinated Notes Due 2021 For New 3.50% Convertible Subordinated Notes Due 2021 And New Junior Secured Loans Due 2019


Plains All American Pipeline, L.P. Announces $1.5 Billion Private Placement Of 8% Perpetual Series A Convertible Preferred Units


NGL Energy Partners LP Announces Transaction with ArcLight Capital Partners


Tallgrass Energy Partners Acquires Additional Interest in Pony Express Pipeline


Crowley Selects Eagle LNG as Marine Fuel Provider for New, LNG-Powered Ships


MPLX and MarkWest announce successful completion of combination and director and executive appointments


American Energy - Permian Basin, LLC Announces Pricing of $530 Million of Senior Secured First Lien Notes Due 2020


American Energy Partners, LP Announces the Hiring of Elliot J. Chambers as the Chief Financial Officer of American Energy Woodford, LLC, American Energy Minerals, LLC and American Energy NonOp, LLC


MPLX LP and MarkWest Energy Partners, L.P. Announce Strategic Combination, Creating Fourth-Largest MLP


American Energy - Midstream, LLC Announces Name Change To Traverse Midstream Partners LLC


American Energy Appalachia Holdings, LLC Announces Name Change To Ascent Resources, LLC; American Energy - Utica, LLC Announces $407 Million Asset Sale And $977 Million Equity And Debt Financing


American Energy Woodford, LLC Announces Early Participation Deadline Results of its Offer to Exchange its Outstanding 9.00% Senior Notes Due 2022 for its New 12.00% Second Lien Notes Due 2020


American Energy -- Permian Basin, LLC Announces Completion of $295 Million Offering of 8.00% Senior Secured Second Lien Notes


American Energy - Woodford, LLC Announces Offer To Exchange Outstanding 9.00% Senior Notes Due 2022 For New 12.00% Second Lien Notes Due 2020


Tallgrass Energy GP, LP Prices Initial Public Offering


Statoil Awards Ferus LP major CO2 Service Contract in North Dakota


American Energy - Utica, LLC and The Energy & Minerals Group Announce Confidential Settlement of Lawsuit Filed by Chesapeake Energy Corporation


American Energy Utica, Llc And The Energy & Minerals Group Respond To Meritless Chesapeake Energy Corporation Lawsuit


American Energy Partners, LP Announces the Hiring of Jennifer M. Grigsby as the Chief Financial Officer of American Energy - Woodford, LLC and American Energy - Minerals Holdings, LLC


American Energy Partners, LP Announces The Hiring Of David C. Shiels As The Chief Executive Officer Of American Energy - Midstream, LLC


American Energy Partners, LP Announces Jeffrey A. Fisher Has Been Named Chief Executive Officer of American Energy Appalachia Holdings, LLC


American Energy – Utica, Llc And American Energy – Marcellus, Llc Announce Combination


EMG CEO and Co-Founder John Raymond interviewed on CNBC


Cliffs Natural Resources Inc. Enters into a Definitive Agreement to Sell its Logan County Coal to Coronado Coal II LLC.


Eagle LNG Pre-Filing Request Approved


American Energy Minerals Holdings, LLC (AEMN) Raises $500 Million Of Equity Commitments To Acquire Minerals And Overriding Royalty Interests In Various Onshore U.S Basins


Plains All American Pipeline, L.P. Completes Acquisition of 50% Interest in BridgeTex Pipeline Company from Occidental Petroleum Corporation


American Energy –Nonop, Llc Acquires 1,800 Boe Per Day Of Net Production In A Series Of Acquisitions, Most Significantly From Double Eagle Energy Holdings Llc, In The Scoop And Stack Resource Plays In Southern And Central Oklahoma


Plains All American Pipeline, L.P. Enters into Agreement to Acquire 50% Interest in BridgeTex Pipeline Company from Occidental Petroleum Corporation


MarkWest Energy Partners Increases Quarterly Cash Distribution and 2014 Distributable Cash Flow Forecast


Baffinland Begins Mining Iron Ore


MarkWest Utica EMG, L.L.C. and Ohio Gathering Company, L.L.C. Announce Definitive Agreements with American Energy – Utica, LLC


Statoil, GE and Ferus Natural Gas Fuels Expanding Flare Gas Solution in Bakken


EMG portfolio company Ferus Natural Gas Fuels featured on CNBC


Regency Energy Partners and American Energy – Midstream, LLC Enter Into Joint Venture


American Energy – Utica, LLC and American Energy - Marcellus, LLC Announce Closing of Utica and Marcellus Acquisitions, $250 Million of Convertible Subordinated Notes and $1.2 Billion of Term Loans


American Energy Permian Basin, LLC Announces Closing of Permian Basin Acquisition and $1.6 Billion Senior Notes Offering


MarkWest Completes Two Large Scale Facilities in the Northeast, Resumes Operations of Houston III Plant & for the Third Consecutive Period Achieves Top Honor for Midstream Customer Satisfaction


NGL Energy Partners LP Announces Completion of Acquisition of TransMontaigne GP and Related Assets


NGL Energy Partners LP Signs Purchase Agreement to Acquire TransMontaigne GP and Related Assets


American Energy – Permian Basin, LLC Agrees to Acquire 63,000 Net Acres of Southern Permian Basin Leasehold and 16,000 BOE Per Day of Net Production from Enduring Resources, LLC for $2.5 Billion


American Energy – Utica, LLC and American Energy– Marcellus, LLC Agree to Acquire 75,000 Net Acres and 175 MMCFE Per Day of Net Production in the Southern Utica and Southern Marcellus Shale Plays from East Resources, Inc. and an Unnamed Private Company for $1.75 Billion


MarkWest and The Energy & Minerals Group Announce Definitive Agreements with Gulfport Energy for the Development of Comprehensive Condensate Solutions in the Utica Shale and the Formation of a New Joint Venture


New Joint Venture Advances Natural Gas Fueling Market In Canada


American Energy - Utica, LLC Raises Approximately $1.7 Billion of Equity and Debt Financing to Acquire and Develop an Initial Utica Shale Leasehold Position of Approximately 110,000 Net Acres


Clean Energy, Ferus Natural Gas Fuels, GE Join Forces to Jointly Deliver Liquified Natural Gas


Baffinland Announces Construction Decision for Mary River Project


Baffinland and Qikiqtani Inuit Sign Mary River Agreements


Lighthouse Oil & Gas LP Announces Closing of Acquisition of Oil and Gas Properties in the Anadarko Basin of Western Oklahoma


Kinder Morgan, MarkWest Utica EMG Announce Plans to Form Joint Venture to Support Northern Ohio Rich-Gas Development and NGL Takeaway from the Utica and Marcellus Shale Resource Plays


NGL Energy Partners LP Announces Election of New Director


Tallgrass Energy Partners, LP to Acquire Significant Midstream Assets from Kinder Morgan Energy Partners, L.P.


NGL Energy Partners LP Announces Merger with High Sierra Energy LP