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PAA Completes Public Offering Of $700 Million Of Senior Notes

Plains All American Pipeline, L.P. (NYSE: PAA) today announced that it has completed an underwritten public offering of $700 million aggregate principal amount of 3.850% senior unsecured notes due October 15, 2023, at a public offering price of 99.792% with a yield to maturity of 3.874%.

Total net proceeds of the offering were approximately $693.0 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.

J.P. Morgan Securities LLC; 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       Merrill Lynch, Pierce, Fenner & Smith Incorporated
383 Madison Avenue 222 Broadway, 11th Floor
New York, New York 10179 New York, New York 10038
Attention: Investment Grade Syndicate Attention: Prospectus Department
Desk – 3rd Floor Phone: (800) 294-1322
Phone: (212) 834-4533      

E-mail: dg.prospectus_requests@baml.com

 
DNB Markets, Inc. Mizuho Securities USA Inc.
200 Park Avenue, 31st Floor 320 Park Avenue, 12th Floor
New York, New York 10166 New York, NY 10022
Attention: Debt Capital Markets Attention: Debt Capital Markets Desk
Phone: (212) 681-3800 Phone: (866) 271-7403
        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 jurisdiction.

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