Plains All American Pipeline, L.P. Announces Public Offering Of Common Units

Plains All American Pipeline, L.P. (NYSE: PAA) announced today that it has commenced, subject to market conditions, an underwritten public offering of 5,000,000 of its common units representing limited partner interests. The Partnership also intends to grant the underwriters a 30-day option to purchase up to 750,000 additional common units to cover over-allotments, if any.

The Partnership intends to use the net proceeds of the offering, including the proceeds from any exercise of the over-allotment option, to fund a portion of the proposed acquisition (the “BP NGL Acquisition”) of BP Canada Energy Company, a wholly owned subsidiary of BP Corporation North America, Inc. Pending the application of the net proceeds to fund the BP NGL Acquisition, the Partnership intends to repay all borrowings outstanding under the PAA credit facilities and use the balance for general partnership purposes. If the BP NGL Acquisition is not consummated for any reason, the Partnership will use the net proceeds for general partnership purposes, including future acquisitions and capital program expenditures.

Barclays Capital, BofA Merrill Lynch, Citigroup, J.P. Morgan, UBS Investment Bank and Wells Fargo Securities will act as joint book-running managers of the offering.

When available, copies of the prospectus supplement and accompanying base prospectus relating to the offering may be obtained from the underwriters as follows:

Barclays Capital Inc. c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, New York 11717 Telephone: [phone] [e-mail]				BofA Merrill Lynch 4 World Financial CenterNew York, New York 10080Attn: Prospectus Department [e-mail]
Citigroup Global Markets Inc. Brooklyn Army Terminal Attention: Prospectus Delivery Dept. 140 58 th Street, Brooklyn, NY 11220 Telephone: [phone] [e-mail]				J.P. Morgan Securities LLCvia Broadridge Financial Solutions1155 Long Island AvenueEdgewood, New York 11717Telephone: [phone]
UBS Securities LLC Attention: Prospectus Dept. 299 Park Avenue New York, NY 10171 Telephone: [phone]				Wells Fargo Securities Attention: Equity Syndicate Dept. 375 Park Avenue New York, NY 10152 Telephone: [phone] [e-mail]

The common units will be offered and sold pursuant to an effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission. 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 jurisdiction. The offering may be made only by means of a prospectus and related prospectus supplement.

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