PAA Completes Public Offering Of $750 Million Of Senior Notes

Plains All American Pipeline, L.P. (NYSE: PAA) today announced that it has completed an underwritten public offering of two series of senior notes (the “Notes”): $400 million aggregate principal amount of 2.85% senior unsecured notes due January 31, 2023, at a public offering price of 99.752% with a yield to maturity of 2.878%; and $350 million aggregate principal amount of 4.30% senior unsecured notes due January 31, 2043, at a public offering price of 99.925% with a yield to maturity of 4.304%.

Total net proceeds of the offering were approximately $742.0 million. The Partnership intends to use the net proceeds from this offering to repay outstanding borrowings under its credit facilities and for general partnership purposes. Amounts repaid under the Partnership’s credit facilities may be reborrowed, as necessary, to fund its ongoing expansion capital program, future acquisitions, or for general partnership purposes.

Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global Markets Inc., SunTrust Robinson Humphrey, Inc. and UBS Securities LLC 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:

Wells Fargo Securities, LLC 1525 West W.T. Harris Blvd., NC0675 Charlotte, North Carolina 28262 Attn: Capital Markets Client Support Telephone: [phone] [e-mail]					Barclays Capital Inc. c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, NY 11717 Telephone: [phone] [e-mail]
Citigroup Global Markets Inc. c/o Broadridge Financial Solutions 1155 Long Island Avenue Edgewood, NY 11717 Telephone: [phone]					SunTrust Robinson Humphrey, Inc. 3333 Peachtree Road, 11 th Floor Mail Code: GA-ATLANTA-3947 Atlanta, GA 30326 Attn: Investment Grade Debt Capital Markets Telephone: [phone]
UBS Securities LLC 299 Park Avenue New York, NY 10171 Attention: Prospectus Specialist Telephone: [phone], ext. 561-3884

The 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 jurisdiction.

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