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 13, 2006
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
|
|
(Commission File Number)
|
|
(IRS Employer |
| incorporation)
|
|
|
|
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.)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On December 13, 2006, Plains All American Pipeline, L.P. (the “Partnership”) entered into a
purchase agreement with several institutional and private investors in connection with the sale by
the Partnership of 6,163,960 common units of the Partnership (the “Offering”) at a per unit price
of $48.67. The common units are being offered pursuant to an effective shelf registration statement
that the Partnership previously filed with the U.S. Securities and Exchange Commission. The closing
of the Partnership’s sale of 6,163,960 common units is expected to occur later today.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
| |
1.1 |
|
Purchase Agreement dated as of December 13, 2006 by and between Plains All
American Pipeline, L.P. and the purchasers named therein. |
| |
| |
5.1 |
|
Legal Opinion of Vinson & Elkins L.L.P. |
| |
| |
8.1 |
|
Opinion of Vinson & Elkins L.L.P. as to certain tax matters |
| |
| |
23.1 |
|
Consent of Vinson & Elkins L.L.P. (included in Exhibits 5.1 and 8.1) |