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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): December 23, 2010
Plains All American Pipeline, L.P.
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction of
incorporation)
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1-14569
(Commission File Number)
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76-0582150
(IRS Employer Identification No.) |
333 Clay Street, Suite 1600, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item 7.01 |
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Regulation FD Disclosure. |
In accordance with General Instruction B.2 of Form 8-K, the information presented under this
Item 7.01 shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference into any filing under the Securities Act of 1933 or
the Securities Exchange Act of 1934, each as amended.
On December 23, 2010, Plains All American Pipeline, L.P. (PAA) issued a press release
announcing that Vulcan Energy Corporation (VEC) had substantially completed the sale of its 50.1%
equity interest in the general partner of PAA, consisting of 50.1% of the Class A units in Plains
AAP, L.P. (Plains AAP, the sole member of PAA GP LLC, which is the general partner of PAA) and a
50.1% member interest in Plains All American GP LLC (GP LLC, the general partner of Plains AAP).
Substantially all of the interest was acquired by existing owners of PAAs general partner or their
affiliates. Purchasers included a subsidiary of Occidental Petroleum Corporation (Oxy); a fund
affiliated with The Energy & Minerals Group (EMG), which is also an affiliate of Lynx Holdings;
funds associated with Kayne Anderson and First Reserve; and various other investors. A copy of the
press release is furnished as Exhibit 99.1 hereto.
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Item 5.03 |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
In connection with the transaction described in Item 7.01 above, amendments were made to the
limited liability company agreement of GP LLC and the limited partnership agreement of Plains AAP
(the GP charter documents). Such amendments are filed as exhibits to this report.
Under the GP charter documents, as amended, VEC will have the right to send an observer to
meetings of the board of directors of GP LLC.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
As a result of the transaction described in Item 7.01 above, Oxy and EMG will each have the
power to designate a director and VEC will no longer have the power to designate a director. Oxy
and EMG have designated Vicky Sutil and John Raymond, respectively, to serve as their designees on
the GP LLC board. Stepping down from the board are Geoff McKay, the director previously serving as
VECs designee, and Arthur L. Smith, previously serving as an at-large director. After giving
effect to these changes, the GP LLC board includes Greg L. Armstrong, Everardo Goyanes, Gary R.
Petersen, John T. Raymond, Robert V. Sinnott, Vicky Sutil, J. Taft Symonds and Christopher M.
Temple. Mr. McKay will act as a board observer for VEC.
Ms. Sutil is Senior Manager, Corporate Development, for Oxy, where she has led and worked on a
variety of international and domestic oil and gas acquisitions. Her prior positions at Oxy have
included Manager, Financial Planning and Analysis, and Senior Business Analyst. Before joining Oxy
in 2000, Ms. Sutil worked for ARCO Products Company as a Business Analyst for the Refining and
Retail Marketing divisions, and Senior Project Manager for the
Refining Division. Earlier, she held a variety of engineering positions at Mobil Oil
Corporation. Ms. Sutil has been Oxys designated board observer since acquiring its initial
interest in PAAs general partner in 2008.
Mr. Raymond is an owner and founder of EMG, a diversified natural resource private equity fund
manager with over $2.5 billion under management, and has been Managing Partner and CEO since EMGs
inception in 2006. Previous to that time, Mr. Raymond held leadership positions with various
energy companies, including President and CEO of Plains Resources Inc. (the predecessor entity for
VEC), President and Chief Operating Officer of Plains Exploration and Production Company and
Director of Development for Kinder Morgan, Inc. Mr. Raymond has been a direct or indirect owner of
PAAs general partner since 2001 and served on the board of PAAs general partner from 2001 to
2005.
For a discussion of compensation for service on the GP LLC board, please refer to the
Registrants Annual Report on Form 10-K for the year ended December 31, 2009. Any board fees
payable in connection with Ms. Sutils service as the Oxy designee will be payable to Oxy.
No determination has been made with respect to committee service by the new directors.
During
the first 11 months of 2010, we received sales and transportation and
storage revenues of approximately $1.9 billion
from companies affiliated with Oxy. We also purchased approximately
$0.2 billion of
petroleum products from companies associated with Oxy. There have been no transactions with EMG or
its affiliates during 2010.
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit 3.1 |
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Fifth Amended and Restated Limited Liability Company Agreement of
Plains All American GP LLC dated December 23, 2010. |
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Exhibit 3.2 |
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Sixth Amended and Restated Limited Partnership Agreement of Plains
AAP, L.P. dated December 23, 2010. |
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Exhibit 99.1 |
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Press Release dated December 23, 2010. |
SIGNATURES
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.
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PLAINS ALL AMERICAN PIPELINE, L.P.
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Date: December 30, 2010 |
By: |
PAA GP LLC, its general partner
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By: |
Plains AAP, L.P., its sole member |
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By: |
Plains All
American GP LLC, its general partner |
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By: |
/s/ Al Swanson |
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Name: |
Al Swanson |
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Title: |
Senior Vice President and CFO |
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INDEX TO EXHIBITS
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Exhibit |
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No. |
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Description |
3.1
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Fifth Amended and Restated Limited Liability Company Agreement of
Plains All American GP LLC dated December 23, 2010. |
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3.2
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Sixth Amended and Restated Limited Partnership Agreement of Plains
AAP, L.P. dated December 23, 2010. |
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99.1
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Press Release dated December 23, 2010. |