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PAA Completes Public Offering of $750 Million of Senior Notes

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Plains All American Pipeline, L.P. (NYSE:PAA) today announced that it has completed an underwritten public offering of $750 million aggregate principal amount of 3.60% senior unsecured notes due November 1, 2024, at a public offering price of 99.842% with a yield to maturity of 3.618%.

Total net proceeds of the offering were approximately $742.7 million. The Partnership intends to use the net proceeds from this offering to repay outstanding borrowings under its commercial paper program and for general partnership purposes. Amounts repaid under the Partnership’s commercial paper program may be reborrowed, as necessary, to fund its ongoing expansion capital program or future acquisitions, or for general partnership purposes.

J.P. Morgan Securities LLC; Barclays Capital Inc.; BNP Paribas Securities Corp.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; DNB Markets, Inc.; and Mizuho Securities USA Inc. acted as joint book-running managers of the offering. Copies of the prospectus supplement and accompanying base prospectus relating to the offering may be obtained from the underwriters as follows:

J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attention: Investment Grade Syndicate Desk – 3rd Floor
Telephone: (212) 834-4533

BNP Paribas Securities Corp.
Debt Syndicate Desk
787 Seventh Avenue
New York, New York 10019
Telephone: (800) 854-5674

Barclays Capital Inc.
c/o Broadridge Integrated Distribution Services
1155 Long Island Avenue
Edgewood, NY 11717
Telephone: (888) 603-5847

Merrill Lynch, Pierce, Fenner & Smith Incorporated
Attn: Prospectus Department
222 Broadway, 11th Floor
New York, NY 10038
Telephone: (800) 294-1322


DNB Markets, Inc.
200 Park Avenue, 31st Floor
New York, NY 10166
Attention: Debt Capital Markets
Telephone: (212) 681-3800

Mizuho Securities USA Inc.
320 Park Avenue, 12th Floor
New York, NY 10022
Attention: Debt Capital Markets Desk
Telephone: (212) 205-7543
Facsimile: (212) 205-7812

The senior notes were 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. 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 All American Pipeline, L.P. is a publicly traded master limited partnership that owns and operates midstream energy infrastructure and provides logistics services for crude oil, natural gas liquids (“NGL”), natural gas and refined products. PAA owns an extensive network of pipeline transportation, terminalling, storage and gathering assets in key crude oil and NGL producing basins and transportation corridors and at major market hubs in the United States and Canada. On average, PAA handles over 3.5 million barrels per day of crude oil and NGL on its pipelines. PAA is headquartered in Houston, Texas.

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