Plains All American Pipeline, L.P. (NYSE:PAA) Files An 8-K Other Events

ITEM 8.01 Other Events.

On December27, 2016, Plains GP Holdings, L.P.
(PAGP) entered into an Equity Distribution
Agreement (the Agreement) with Wells Fargo
Securities, LLC, Barclays Capital Inc., BBT Capital Markets, a
division of BBT Securities, LLC, BMO Capital Markets Corp., BNP
Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche
Bank Securities Inc., DNB Markets,Inc., Fifth Third
Securities,Inc., J.P. Morgan Securities LLC, Jefferies LLC,
Merrill Lynch, Pierce, Fenner Smith Incorporated, MUFG Securities
Americas Inc., Mizuho Securities USA Inc., Morgan Stanley Co.
LLC, Raymond James Associates,Inc., Scotia Capital (USA) Inc.,
SMBC Nikko Securities America,Inc., SunTrust Robinson
Humphrey,Inc. and UBS Securities LLC (each a
Manager and collectively the
Managers). to the terms of the Agreement, PAGP
may sell from time to time through the Managers, as PAGPs sales
agents, ClassA shares representing limited partner interests in
PAGP having an aggregate offering price of up to $500,000,000
(the Shares). Sales of the Shares, if any, will
be made by means of ordinary brokers transactions on the New York
Stock Exchange at market prices, in block transactions or as
otherwise agreed by PAGP and the Managers.

to that certain Omnibus Agreement dated as of November15, 2016
(the Omnibus Agreement), by and among PAGP, PAA
GP Holdings LLC, Plains AAP, L.P. (AAP), PAA GP
LLC and Plains All American Pipeline, L.P. (the
Partnership), PAGP has agreed, among other
things, to use the net proceeds from any public or private
offering and sale of its ClassA shares, including the net
proceeds of the above mentioned offering, after deducting the
sales agents commissions and offering expenses, to purchase from
AAP a number of AAP ClassA units equal to the number of PAGP
ClassA 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 ClassA units
to PAGP to purchase from the Partnership an equivalent number of
common units representing limited partner interests in the
Partnership (the Common Units).

The Partnership intends to use the net proceeds it receives from
the sale of such Common Units to AAP for general partnership
purposes, which may include, among other things, repayment of
indebtedness, acquisitions, capital expenditures and additions to
working capital. Amounts repaid under the Partnerships credit
facilities or commercial paper program may be reborrowed to fund
its ongoing expansion capital program, future acquisitions and
investments or for general partnership purposes

The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Agreement, a copy of which is filed as
Exhibit1.1 to PAGPs Current Report on Form8-K filed as of the
date hereof and is incorporated herein by reference.

ITEM 9.01 Financial Statements and
Exhibits

(d) Exhibits.

About Plains All American Pipeline, L.P. (NYSE:PAA)

Plains All American Pipeline, L.P. owns and operates midstream energy infrastructure and provide logistics services for crude oil, natural gas liquids (NGL), natural gas and refined products. The Company operates through three segments: Transportation, Facilities, and Supply and Logistics. Its Transportation segment operations consist of activities associated with transporting crude oil and NGL on pipelines, gathering systems, trucks and barges. Its Facilities segment operations consist of activities associated with providing storage, terminalling and throughput services for crude oil, refined products, NGL and natural gas, as well as NGL fractionation and isomerization services and natural gas and condensate processing services. Its supply and logistics segment operations consist of the merchant-related activities, including sale of gathered and bulk-purchased crude oil, as well as sales of NGL volumes purchased from suppliers and natural gas sales attributable to the activities.

Plains All American Pipeline, L.P. (NYSE:PAA) Recent Trading Information

Plains All American Pipeline, L.P. (NYSE:PAA) closed its last trading session up +0.07 at 33.49 with 1,835,319 shares trading hands.