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): August 16, 2012
Plains All American Pipeline, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 1-14569 | 76-0582150 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(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): Not applicable
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. | Regulation FD Disclosure. |
On August 16, 2012, Plains All American Pipeline, L.P. (the “Partnership”) issued a press release announcing that the board of directors of its general partner approved a two-for-one split of the Partnership’s common units. The two-for-one split will be effected on October 1, 2012, by a distribution of one additional common unit for each common unit outstanding and held by unitholders of record at the close of business on September 17, 2012. A copy of the press release is furnished as Exhibit 99.1 hereto.
In accordance with General Instruction B.2 of Form 8-K, the press release is deemed to be “furnished” and 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 and exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release dated August 16, 2012, announcing two-for-one unit split. |
1
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.
| PLAINS ALL AMERICAN PIPELINE, L.P. | ||
| By: |
PAA GP LLC, its general partner | |
| By: |
PLAINS AAP, L.P., its sole member | |
| By: |
PLAINS ALL AMERICAN GP LLC, its general partner | |
| By: |
/s/ Richard McGee | |
| Name: |
Richard McGee | |
| Title: |
Vice President | |
Date: August 22, 2012
2
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated August 16, 2012, announcing two-for-one unit split. |
Exhibit 99.1
|
|
|
FOR IMMEDIATE RELEASE
Plains All American Pipeline Announces
Two-for-One Unit Split
HOUSTON – August 16, 2012 – Plains All American Pipeline, L.P. (NYSE:PAA) today announced that the board of directors of its general partner has approved a two-for-one split of the Partnership’s common units.
“Since its initial public offering in November 1998, PAA has generated a compounded annual total return for its unitholders, including the reinvestment of distributions, of over 19% per year, which has been driven by a 137% increase in our distribution per common unit and an approximate 330% increase in the value of our common units,” said Greg L. Armstrong, Chairman and Chief Executive Officer of PAA. “We look forward to continuing to deliver solid operating and financial results and to grow PAA. We believe this unit split, the first in our history, will make PAA’s common units more accessible to a broader base of potential investors and enhance liquidity for all unitholders.”
The two-for-one unit split will be effected on October 1, 2012, by a distribution of one additional common unit for each common unit outstanding and held by unitholders of record at the close of business on September 17, 2012. As of August 15, 2012, PAA had 163,956,898 common units outstanding.
Plains All American Pipeline, L.P. is a publicly traded master limited partnership engaged in the transportation, storage, terminalling and marketing of crude oil and refined products, as well as in the processing, transportation, fractionation, storage and marketing of natural gas liquids. Through its general partner interest and majority equity ownership position in PAA Natural Gas Storage, L.P. (NYSE: PNG), PAA owns and operates natural gas storage facilities. PAA is headquartered in Houston, Texas.
| Contact: |
Roy I. Lamoreaux | |
| Director, Investor Relations | ||
| 713/646-4222 – 800/564-3036 |
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