Plains GP Holdings, L.P. (NYSE: PAGP)
today announced that it has priced an upsized underwritten public
offering of 42,000,000 of its Class A shares representing limited
partner interests. The size of the offering was increased by 8,000,000
Class A shares from the previously announced offering size of 34,000,000
Class A shares. The underwriters intend to offer the Class A shares from
time to time for sale in one or more transactions on the New York Stock
Exchange, in the over-the-counter market, through negotiated
transactions or otherwise at market prices prevailing at the time of
sale, at prices related to prevailing market prices or at negotiated
prices. The total gross proceeds of the offering (before underwriters'
discounts and commissions and estimated offering expenses) will be
approximately $1.3 billion. The Partnership has also granted the
underwriters a 30-day option to purchase up to 6,300,000 additional
Class A shares. The offering is expected to close on March 1, 2017,
subject to customary closing conditions.
Pursuant to the Omnibus Agreement dated as of November 15, 2016 by and
among the Partnership, PAA GP Holdings LLC, Plains AAP, L.P. ("AAP"),
PAA GP LLC and Plains All American Pipeline, L.P. (NYSE: PAA),
the Partnership has agreed to use the net proceeds from any public or
private offering and sale of Class A shares, including the current
offering, to purchase from AAP a number of AAP Class A units equal to
the number of Class A shares sold in such offering at a price equal to
the net proceeds from such offering. The Omnibus Agreement also provides
that immediately following such purchase and sale, AAP will use the net
proceeds it receives from such sale of AAP Class A units to the
Partnership to purchase from PAA an equivalent number of common units of
PAA.
PAA is expected to use the net proceeds it receives from the sale of
such common units to AAP to repay outstanding borrowings under its
senior unsecured revolving credit facilities and for general partnership
purposes, which may include, among other things, repayment of
indebtedness, acquisitions, capital expenditures and additions to
working capital.
Citigroup is acting as sole book-running manager of the offering.
The Class A shares are being offered and sold pursuant to an effective
shelf registration statement on Form S-3 previously filed with the
Securities and Exchange Commission, and only by means of a prospectus
supplement and accompanying base prospectus. Copies of the prospectus
supplement and accompanying base prospectus relating to the offering may
be obtained from Citigroup as follows:
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Citigroup Global Markets Inc.
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c/o Broadridge Financial Solutions
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1155 Long Island Avenue
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Edgewood, New York 11717
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Telephone: (800) 831-9146
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This news release does not constitute an offer to sell or a solicitation
of an offer to buy the securities described herein, nor shall there be
any sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
Plains GP Holdings, L.P. is a publicly traded entity that owns an
indirect, non-economic controlling general partner interest in PAA, one
of the largest energy infrastructure and logistics companies in North
America. PAGP is headquartered in Houston, Texas.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170223006875/en/
Investors:
Plains GP Holdings, L.P.
Ryan Smith,
866-809-1291
Director, Investor Relations