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 28, 2010
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
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(Commission File Number)
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(IRS Employer Identification No.) |
| incorporation) |
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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:
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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)) |
Item 1.01 Entry into a Material Definitive Agreement
On December 28, 2010, PAA Natural Gas Storage, L.P. (“PNG”) entered into a definitive purchase
and sale agreement (the “Agreement”) with SGR Holdings, L.L.C. and Southern Pines Energy Investment
Co., LLC to acquire SG Resources Mississippi, L.L.C., which entity owns the Southern Pines Energy
Center natural gas storage facility (the “Acquisition”). Plains All American Pipeline, L.P.
(“PAA”) is also a party to the Agreement for the limited purpose of providing certain indemnity
support regarding PNG’s obligation to fund the purchase price at closing. Subject to regulatory
approval, the Acquisition is expected to close during the first quarter of 2011. Total
consideration for the Acquisition is approximately $750 million, subject to adjustment as provided
in the Agreement.
PNG has arranged financing of $800 million to fund the purchase price, closing costs, and the
first 18 months of expected expansion capital. This financing is composed of $600 million of
equity, approximately $262 million of which will be provided by a private placement of
approximately 12.2 million common units of PNG to funds managed by Kayne Anderson Capital Advisors,
Tortoise Capital, ClearBridge Advisors and other investors. PAA will provide the remaining $338
million of equity capital through the purchase of approximately 15 million common units of PNG and
a proportionate general partner capital contribution of approximately $12 million. As a result of
this transaction, PAA’s aggregate ownership in PNG will decrease to 70% from 77% prior to the
transaction. PAA will continue to own 100% of PNG’s general partner and PNG’s incentive
distribution rights. PAA will also provide debt financing in the form of a $200 million three-year
loan to PNG.
The $538 million of financing to be provided by PAA to PNG will be funded by a combination of
proceeds from PAA’s fourth quarter equity offering and initially from borrowings under PAA’s credit
facilities.
Item 7.01 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 29, 2010, PNG issued a press release with respect to the Acquisition and related
financing described in Item 1.01 above. A copy of the press release is furnished as Exhibit 99.1
hereto.
Item 9.01. Financial Statements and Exhibits.
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Exhibit 2.1 —
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Purchase and Sale Agreement dated December 28, 2010 by and among SGR
Holdings, L.L.C., Southern Pines Energy Investment |