Bond Plains American Pipeline 6.5% ( US72650RAT95 ) in USD

Issuer Plains American Pipeline
Market price 100 %  ⇌ 
Country  United States
ISIN code  US72650RAT95 ( in USD )
Interest rate 6.5% per year ( payment 2 times a year)
Maturity 01/05/2018 - Bond has expired



Prospectus brochure of the bond Plains All American Pipeline US72650RAT95 in USD 6.5%, expired


Minimal amount 2 000 USD
Total amount 600 000 000 USD
Cusip 72650RAT9
Standard & Poor's ( S&P ) rating NR
Moody's rating N/A
Detailed description Plains All American Pipeline LP is a publicly traded master limited partnership that operates a large pipeline system transporting crude oil, natural gas liquids, and refined products across North America.

The Bond issued by Plains American Pipeline ( United States ) , in USD, with the ISIN code US72650RAT95, pays a coupon of 6.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/05/2018
The Bond issued by Plains American Pipeline ( United States ) , in USD, with the ISIN code US72650RAT95, was rated NR by Standard & Poor's ( S&P ) credit rating agency.







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424B3 1 h59945b3e424b3.htm PROSPECTUS - REGISTRATION NO. 333-153322
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Filed pursuant to Rule 424(b)(3)
PROSPECTUS
Registration No. 333-153322

Plains All American Pipeline, L.P.
PAA Finance Corp.

Offer to Exchange up to
$600,000,000 of 6.50% Senior Notes due 2018
for
$600,000,000 of 6.50% Senior Notes due 2018
that have been Registered under the Securities Act of 1933

Terms of the Exchange Offer

· We are offering to exchange up to $600,000,000 of our outstanding 6.50% Senior Notes due 2018 (the
"outstanding Notes") for new notes (the "new Notes" and, together with the outstanding Notes, the
"Notes") with substantially identical terms that have been registered under the Securities Act and are
freely transferable.

· We will exchange for an equal principal amount of new Notes all outstanding Notes that you validly
tender and do not validly withdraw before the exchange offer expires.


· The exchange offer expires at 5:00 p.m., New York City time, on October 30, 2008, unless extended.
We do not currently intend to extend the exchange offer.


· Tenders of outstanding Notes may be withdrawn at any time prior to the expiration of the exchange
offer.


· The exchange of outstanding Notes for new Notes will not be a taxable event for U.S. federal income tax
purposes.

Terms of the Notes
Maturity

· The Notes will mature on May 1, 2018.
Interest

· Interest on the Notes is payable on May 1 and November 1 of each year, beginning November 1, 2008,
and accrues from April 23, 2008.
Redemption

· We may redeem the Notes, in whole or in part, at any time at a price equal to the greater of (1) 100% of
the principal amount of the Notes to be redeemed or (2) a make whole amount described in this
prospectus, in each case together with accrued interest, if any, to the redemption date.
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Ranking

· The Notes are unsecured. The Notes rank equally in right of payment with all of our other existing and
future senior unsecured debt and senior in right of payment to all of our future subordinated debt.
Please read "Risk Factors" on page 5 for a discussion of factors you should consider
before participating in the exchange offer.
Each broker-dealer that receives new Notes for its own account pursuant to this exchange offer must
acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of the
Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-
dealer in connection with resales of new Notes received in exchange for outstanding Notes where such
outstanding Notes were acquired by such broker-dealer as a result of market-making activities or other trading
activities. We have agreed to make this prospectus available for a period of one year from the expiration date of
this exchange offer to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."
These securities have not been approved or disapproved by the Securities and Exchange Commission or
any state securities commission nor has the Securities and Exchange Commission passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 25, 2008.
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This prospectus is part of a registration statement we filed with the Securities and Exchange Commission. In
making your investment decision, you should rely only on the information contained or incorporated by
reference in this prospectus and in the accompanying letter of transmittal. We have not authorized anyone to
provide you with any other information. If you receive any unauthorized information, you must not rely on it.
We are not making an offer to sell these securities in any state where the offer is not permitted. You should
not assume that the information contained in this prospectus, or the documents incorporated by reference into
this prospectus, is accurate as of any date other than the date on the front cover of this prospectus or the date
of such document, as the case may be.


TABLE OF CONTENTS





Prospectus Summary

1
Risk Factors

5
The Exchange Offer

8
Ratio of Earnings to Fixed Charges

15
Use of Proceeds

15
Description of the Notes

16
Material U.S. Federal Income Tax Consequences

28
Plan of Distribution

29
Legal Matters

30
Experts

30
Where You Can Find More Information

30
Forward-Looking Statements

32
Annex A-
Letter of Transmittal

i


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PROSPECTUS SUMMARY
This summary may not contain all the information that may be important to you or that you should
consider before making an investment decision. You should read this entire prospectus and the
documents we have incorporated into this prospectus by reference for a more complete understanding
of this exchange offer before making an investment decision. You should carefully consider the
information set forth under "Risk Factors" beginning on page 5 of this prospectus and in our annual
report on Form 10-K for the year ended December 31, 2007. In addition, certain statements include
forward-looking information which involves risks and uncertainties. Please read "Forward-Looking
Statements" beginning on page 30 of this prospectus. References to the "Notes" in this prospectus
include both the outstanding Notes and the new Notes.
For purposes of this prospectus, unless the context clearly indicates otherwise, "we," "us," "our,"
"Plains All American Pipeline" and similar terms refer to Plains All American Pipeline, L.P. and its
subsidiaries. References to our "general partner," as the context requires, include any or all of PAA GP
LLC, Plains AAP, L.P. and Plains All American GP LLC.

The Issuers
We are a Delaware limited partnership formed in September 1998. Our operations are conducted
directly and indirectly through our operating subsidiaries. We are engaged in the transportation, storage,
terminalling and marketing of crude oil, refined products and liquefied petroleum gas and other natural
gas related petroleum products. In addition, through our 50% equity ownership in PAA/Vulcan Gas
Storage, LLC, we are engaged in the development and operation of natural gas storage facilities. We are
one of the largest midstream companies in North America. We have an extensive network of pipeline
transportation, terminalling, storage and gathering assets in key oil-producing basins, transportation
corridors and at major market hubs in the United States and Canada.
PAA Finance Corp. was incorporated under the laws of the State of Delaware in May 2004, is wholly
owned by Plains All American Pipeline, and has no material assets or any liabilities other than as a co-
issuer of debt securities. Its activities are limited to co-issuing debt securities and engaging in other
activities incidental thereto.
Our executive offices are located at 333 Clay Street, Suite 1600, Houston, Texas 77002 and our
telephone number is (713) 646-4100.
For additional information as to our business, properties and financial condition, please refer to the
documents cited in "Where You Can Find More Information."

The Exchange Offer
On April 23, 2008, we completed the private offering of the outstanding Notes. We entered into a
registration rights agreement with the initial purchasers in the offering in which we agreed to deliver
this prospectus and to use our reasonable best efforts to consummate the exchange offer within
300 days after the date we issued the outstanding Notes.
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Exchange Offer
We are offering to exchange new Notes for outstanding Notes to
satisfy our obligations under the registration rights agreement
that we entered into when we issued the outstanding Notes in a
transaction exempt from registration under the Securities Act.

The terms of the new Notes are substantially identical to those
terms of the outstanding Notes, except that the transfer
restrictions, registration rights and provisions for additional
interest relating to the outstanding Notes do not apply to the new
Notes.

Expiration Date
The exchange offer will expire at 5:00 p.m. New York City time,
on October 30, 2008, unless we decide to extend the exchange
offer.
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Conditions to the Exchange Offer
The registration rights agreement does not require us to accept
outstanding Notes for exchange if the exchange offer or the
making of any exchange by a holder of the outstanding Notes
would violate any applicable law or interpretation of the staff of
the SEC. A minimum aggregate principal amount of outstanding
Notes being tendered is not a condition to the exchange offer.

Procedures for Tendering
To participate in the exchange offer, you must follow the
Outstanding Notes
procedures established by The Depository Trust Company,
which we call "DTC," for tendering notes held in book entry
form. These procedures, which we call "ATOP," require that
(1) the exchange agent receive, prior to the expiration date of the
exchange offer, a computer generated message known as an
"agent's message" that is transmitted through DTC's automated
tender offer program, and (2) DTC confirms that:

· DTC has received your instructions to exchange your Notes,
and

· you agree to be bound by the terms of the letter of transmittal.

For more information on tendering your outstanding Notes,
please refer to the sections in this prospectus entitled "The
Exchange Offer -- Terms of the Exchange Offer" and
"-- Procedures for Tendering."

Guaranteed Delivery Procedures
None.

Withdrawal of Tenders
You may withdraw your tender of outstanding Notes under the
exchange offer at any time prior to the expiration date. To
withdraw, you must submit a notice of withdrawal to the
exchange agent using ATOP procedures before 5:00 p.m. New
York City time on the expiration date of the exchange offer.
Please read "The Exchange Offer -- Withdrawal of Tenders."

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Acceptance of Outstanding Notes
If you fulfill all conditions required for proper acceptance of
and Delivery of New Notes
outstanding Notes, we will accept any and all outstanding Notes
that you properly tender in the exchange offer before 5:00 p.
m. New York City time on the expiration date. We will return to
you, without expense as promptly as practicable after the
expiration date, any outstanding Note that we do not accept for
exchange. We will deliver the new Notes as promptly as
practicable after the expiration date and acceptance of the
outstanding Notes for exchange. Please refer to the section in
this prospectus entitled "The Exchange Offer -- Terms of the
Exchange Offer."

Fees and Expenses
We will bear all expenses related to the exchange offer. Please
refer to the section in this prospectus entitled "The Exchange
Offer -- Fees and Expenses."

Use of Proceeds
The issuance of the new Notes will not provide us with any new
proceeds. We are making this exchange offer solely to satisfy
our obligations under the registration rights agreement.

Consequences of Failure to
If you do not exchange your outstanding Notes in the exchange
Exchange Outstanding Notes
offer, you will no longer be able to require us to register the
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outstanding Notes under the Securities Act except in the limited
circumstances provided under the registration rights agreement.
In addition, you will not be able to resell, offer to resell or
otherwise transfer the outstanding Notes unless we have
registered the outstanding Notes under the Securities Act, or
unless you resell, offer to resell or otherwise transfer them under
an exemption from the registration requirements of, or in a
transaction not subject to, the Securities Act.

Federal Income Tax Considerations The exchange of new Notes for the outstanding Notes will not be
a taxable event for U.S. federal income tax purposes. Please read
"Material U.S. Federal Income Tax Consequences."

Exchange Agent
We have appointed U.S. Bank National Association as exchange
agent for the exchange offer. You should direct questions and
requests for assistance, for additional copies of this prospectus or
the letter of transmittal to the exchange agent addressed as
follows: Attn: Brandi Steward, U.S. Bank Corporate
Trust Services, Specialized Finance Dept., 60 Livingston
Avenue, St. Paul, Minnesota, 55107, telephone number
(651) 495-4738. Eligible institutions may make requests by
facsimile at (651) 495-8138.

Terms of the Notes
The new Notes will be identical to the outstanding Notes except that the new Notes will be registered
under the Securities Act and will not have restrictions on transfer, registration rights or provisions for
additional interest. The new Notes will evidence the same debt as the outstanding Notes, and the same
indenture will govern the new Notes and the outstanding Notes.
The following summary contains basic information about the new Notes and is not intended to be
complete. It does not contain all the information that is important to you. For a more complete
understanding of the Notes, please refer to the section of this prospectus entitled "Description of the
Notes."
Issuers
Plains All American Pipeline, L.P. and PAA Finance Corp.

PAA Finance Corp., a Delaware corporation, is a wholly owned
subsidiary of Plains All American Pipeline, L.P. that has been
organized for the purpose of co-issuing our existing notes, the
Notes offered hereby, and the notes issued in any future
offerings. PAA Finance Corp. does not have any operations of
any kind and will not have any revenue other than as may be
incidental to its activities as a co-issuer of the Notes.

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Notes Offered
$600 million aggregate principal amount of 6.50% Senior Notes
due 2018.

Maturity Date
May 1, 2018.

Interest Payment Dates
We will pay interest on the Notes on May 1 and November 1 of
each year, beginning on November 1, 2008.

Optional Redemption
We may redeem the Notes, in whole or in part, at any time and
from time to time at a price equal to the greater of (i) 100% of
the principal amount of the Notes to be redeemed or (ii) the sum
of the present values of the remaining scheduled payments of
principal of and interest on the Notes to be redeemed, discounted
to the redemption date on a semi-annual basis at the Adjusted
Treasury
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