Bond Plains American Pipeline 5.15% ( US72650RBA95 ) in USD

Plains American Pipeline

100 % ▲

United States

US72650RBA95 ( in USD )

5.15% per year ( payment 2 times a year)

01/06/2042

Prospectus brochure of the bond Plains All American Pipeline US72650RBA95 en USD 5.15%, maturity 01/06/2042

2 000 USD

500 000 000 USD

72650RBA9

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

01/06/2026 ( In 58 days )

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.

Plains All American Pipeline issued a US$500,000,000 5.15% bond (CUSIP: 72650RBA9, ISIN: US72650RBA95) maturing on June 1, 2042, currently trading at 100% of par value with a minimum purchase amount of $2,000, paying semi-annual coupons, and rated BBB- by S&P and Baa3 by Moody's.

Definitive Prospectus Supplement
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424B5 1 d314176d424b5.htm DEFINITIVE PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-162475
CALCULATION OF REGISTRATION FEE

Class of
Maximum Aggregate
Amount of
Securities Registered

Offering Price

Registration Fee
3.65% Senior Notes due 2022

$750,000,000

$85,950(1)
5.15% Senior Notes due 2042

$500,000,000

$57,300(1)

(1) The filing fee, calculated in accordance with Rule 457(r), has been transmitted to the SEC in connection with the securities
offered from Registration Statement File No. 333-162475 by means of this prospectus supplement.

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PROSPECTUS SUPPLEMENT
To prospectus dated October 14, 2009

$750,000,000 3.65% Senior Notes due 2022
$500,000,000 5.15% Senior Notes due 2042
Plains All American Pipeline, L.P. and PAA Finance Corp. are offering $1.25 billion aggregate principal amount of debt
securities, consisting of $750 million aggregate principal amount of 3.65% Senior Notes due 2022 and $500 million aggregate
principal amount of 5.15% Senior Notes due 2042. We refer to each such series of notes as the 2022 Notes and the 2042 Notes,
respectively, and, collectively, as the Notes.
We will pay interest on the Notes semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1,
2012. The 2022 Notes will mature on June 1, 2022, and the 2042 Notes will mature on June 1, 2042, in either case unless redeemed
prior to the respective maturity dates.
We may, at our option, redeem the Notes of either series at any time in whole or from time to time in part, prior to maturity, at the
redemption prices as described herein under "Description of Notes--Optional Redemption." In addition, if the BP NGL Acquisition
(as defined herein) is not closed on or prior to June 1, 2012 or the acquisition agreement relating to the acquisition is terminated
earlier, we may redeem all, but not less than all, of either or both series of Notes at a redemption price equal to 101% of the
aggregate principal amount of such series of Notes, plus accrued and unpaid interest to the date of redemption. See "Prospectus
Supplement Summary--Pending BP NGL Acquisition" and "Description of Notes--Special Optional Redemption."
The Notes will be the unsecured senior obligations of Plains All American Pipeline, L.P. and PAA Finance Corp. and will rank
equally in right of payment with their other senior indebtedness from time to time outstanding.
The Notes will not be listed on any securities exchange. Currently, there is no public market for the Notes.
Investing in the Notes involves risks. See "Risk Factors" on page S-7 of this prospectus supplement
and beginning on page 6 of the accompanying prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

Public
Proceeds,
Offering
Underwriting
Before

Price(1)
Discount
Expenses, to Us
Per 2022 Note

99.823%

0.650%

99.173%
Total

$748,672,500
$
4,875,000
$
743,797,500
Per 2042 Note

99.755%

0.875%

98.880%
Total

$498,775,000
$
4,375,000
$
494,400,000

(1) Plus accrued interest, if any, from March 22, 2012 if settlement occurs after that date.
The underwriters expect to deliver the Notes in book-entry form only through facilities of The Depository Trust Company for the
account of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., as operator of the
Euroclear System, against payment in New York, New York on or about March 22, 2012, the seventh trading day after the date of this
prospectus supplement.
Joint Book-Running Managers

J.P. Morgan
BofA Merrill Lynch

UBS Investment Bank

Wells Fargo Securities
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DNB Markets

Mizuho Securities
Co-Managers

BMO Capital Markets

Comerica Securities

Fifth Third Securities, Inc.

ING
Mitsubishi UFJ Securities

Morgan Keegan

PNC Capital Markets LLC

Scotiabank
SOCIETE GENERALE

US Bancorp
The date of this prospectus supplement is March 13, 2012.
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TABLE OF CONTENTS
Prospectus Supplement

Page
Important Notice About Information in this Prospectus Supplement and the Accompanying Prospectus
S-ii
Forward-Looking Statements
S-ii
Prospectus Supplement Summary
S-1

The Offering
S-4

Risk Factors
S-7

Use of Proceeds
S-9

Ratio of Earnings to Fixed Charges
S-10
Capitalization
S-11
Description of Notes
S-13
Book Entry, Delivery and Form
S-26
Material U.S. Federal Income and Estate Tax Consequences
S-29
Underwriting
S-34
Legal Matters
S-38
Experts
S-38
Where You Can Find More Information
S-38
Prospectus

About This Prospectus
i

Where You Can Find More Information
1

Forward-Looking Statements
3

Who We Are
5

Risk Factors
6

Use of Proceeds
7

Ratio of Earnings to Fixed Charges
8

Description of Our Debt Securities
9

Description of Our Common Units
18
Cash Distribution Policy
20
Description of Our Partnership Agreement
24
Material Income Tax Considerations
27
Legal Matters
42
Experts
42

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IMPORTANT NOTICE ABOUT INFORMATION IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is the prospectus supplement, which describes our business and the specific
terms of this offering. The second part, the accompanying prospectus, gives more general information and includes disclosures
regarding the Notes and additional disclosures that would pertain if at some time in the future we were to offer other series of
our debt securities or our common units. Accordingly, the accompanying prospectus may contain information that does not
apply to this offering. Generally, when we refer only to the "prospectus," we are referring to both parts combined.
If the description of the offering varies between the prospectus supplement and the accompanying prospectus, you should
rely on the information in the prospectus supplement.
You should rely only on the information contained in or incorporated by reference in this prospectus or any free writing
prospectus relating to this offering of Notes. Neither we nor the underwriters have authorized anyone to provide you with
different information. Neither we nor the underwriters are making an offer of the Notes in any jurisdiction where the offer is
not permitted. You should not assume that the information contained in this prospectus, any free writing prospectus or in the
documents incorporated by reference in this prospectus is accurate as of any date other than the date on the front of those
documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
The information in this prospectus supplement is not complete. You should review carefully all of the detailed information
appearing in this prospectus supplement, the accompanying prospectus and the documents we have incorporated by reference
before making any investment decision.
We expect delivery of the Notes will be made against payment therefor on or about March 22, 2012, which is the seventh
business day following the date of pricing of the Notes (such settlement being referred to as "T+7"). Under Rule 15c6-1 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market generally are required to settle in
three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the
Notes on the date of pricing of the Notes or the next succeeding three business days will be required, by virtue of the fact that the
Notes initially will settle in T+7, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and
should consult their own advisers.
FORWARD-LOOKING STATEMENTS
All statements included or incorporated by reference in this prospectus supplement, other than statements of historical fact, are
forward-looking statements, including but not limited to statements identified by the words "anticipate," "believe," "estimate,"
"expect," "plan," "intend" and "forecast," as well as similar expressions and statements regarding our business strategy, plans and
objectives for future operations. The absence of these words, however, does not mean that the statements are not forward-looking.
These statements reflect our current views with respect to future events, based on what we believe to be reasonable assumptions.
Certain factors could cause actual results to differ materially from results anticipated in the forward-looking statements. The most
important of these factors include, but are not limited to:

· failure to consummate and integrate the BP NGL Acquisition;

· failure to implement or capitalize on planned internal growth projects;

· maintenance of our credit rating and ability to receive open credit from our suppliers and trade counterparties;

· continued creditworthiness of, and performance by, our counterparties, including financial institutions and trading

companies with which we do business;

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· the effectiveness of our risk management activities;

· unanticipated changes in crude oil market structure, grade differentials and volatility (or lack thereof);

· environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves;

· abrupt or severe declines or interruptions in outer continental shelf production located offshore California and transported

on our pipeline systems;

· shortages or cost increases of supplies, materials or labor;

· the availability of adequate third-party production volumes for transportation and marketing in the areas in which we

operate and other factors that could cause declines in volumes shipped on our pipelines by us and third-party shippers,
such as declines in production from existing oil and gas reserves or failure to develop additional oil and gas reserves;

· fluctuations in refinery capacity in areas supplied by our mainlines and other factors affecting demand for various grades of

crude oil, refined products and natural gas and resulting changes in pricing conditions or transportation throughput
requirements;

· the availability of, and our ability to consummate, acquisition or combination opportunities;

· our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects,

working capital requirements and the repayment or refinancing of indebtedness;

· the successful integration and future performance of acquired assets or businesses and the risks associated with operating

in lines of business that are distinct and separate from our historical operations;

· the impact of current and future laws, rulings, governmental regulations, accounting standards and statements and related

interpretations;

· the effects of competition;

· interruptions in service on third-party pipelines;

· increased costs or lack of availability of insurance;

· fluctuations in the debt and equity markets, including the price of our units at the time of vesting under our long-term

incentive plans;

· the currency exchange rate of the Canadian dollar;

· weather interference with business operations or project construction;

· risks related to the development and operation of natural gas storage facilities;

· factors affecting demand for natural gas and natural gas storage services and rates;

· general economic, market or business conditions and the amplification of other risks caused by volatile financial markets,

capital constraints and pervasive liquidity concerns; and

· other factors and uncertainties inherent in the transportation, storage, terminalling and marketing of crude oil and refined

products, as well as in the storage of natural gas and the processing, transportation, fractionation, storage and marketing of
natural gas liquids.
Other factors described herein or incorporated by reference, as well as factors that are unknown or unpredictable, could also
have a material adverse effect on future results. Such factors are described in "Risk Factors" on page S-7 of this prospectus
supplement and in Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2011 (File
No. 001-14569), which is incorporated in this prospectus supplement by reference. Except as required by applicable securities laws,
we do not intend to update these forward-looking statements and information.

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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information contained elsewhere, or incorporated by reference, in this prospectus supplement
and the accompanying prospectus. It does not contain all of the information that you should consider before making an
investment decision. You should read this entire prospectus supplement, the accompanying prospectus and the documents
incorporated herein by reference for a more complete understanding of this offering of Notes. Please read "Risk Factors" on
page S-7 of this prospectus supplement and in our Annual Report on Form 10-K for the year ended December 31, 2011, which
is incorporated into this prospectus supplement by reference, for information regarding risks you should consider before
making a decision to purchase any Notes in this offering.
For purposes of this prospectus supplement and the accompanying prospectus, except as set forth in "Description of
Notes" and unless the context clearly indicates otherwise, "we," "us," "our" and the "Partnership" 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.
Plains All American Pipeline, L.P.
We are a Delaware limited partnership formed in September 1998. Our operations are conducted directly and indirectly
through our primary operating subsidiaries. We engage in the transportation, storage, terminalling and marketing of crude oil and
refined products, as well as in the processing, transportation, fractionation, storage and marketing of natural gas liquids ("NGL").
The term NGL includes ethane and natural gasoline products as well as propane and butane, products which are commonly
referred to as liquefied petroleum gas ("LPG").
We also own and operate natural gas storage facilities through our direct and indirect ownership of PAA Natural Gas
Storage, L.P. ("PNG"), which is a fee-based, growth-oriented Delaware limited partnership engaged in the ownership,
acquisition, development, operation and commercial management of natural gas storage facilities. We own PNG's general partner,
PNGS GP LLC, which holds a 2% general partner interest in PNG and all of its incentive distributions rights. We also currently
own an approximate 62% limited partner interest in PNG.
We are one of the largest midstream crude oil companies in North America. We have an extensive network of pipeline
transportation, terminalling, storage and gathering assets in key oil-producing basins and transportation corridors, and at major
market hubs in the United States and Canada. We manage our operations through three primary operating segments: transportation,
facilities and supply and logistics.
Business Strategy
Our principal business strategy is to provide competitive and efficient midstream transportation, terminalling, storage,
processing, fractionation and supply and logistics services to our producer, refiner and other customers. Toward this end, we
endeavor to address regional supply and demand imbalances for crude oil, refined products, NGL and natural gas in the United
States and Canada by combining the strategic location and capabilities of our transportation, terminalling, storage, processing and
fractionation assets with our extensive supply, logistics and distribution expertise.
We believe successful execution of this strategy will enable us to generate sustainable earnings and cash flow. We intend to
manage and grow our business by:

· optimizing our existing assets and realizing cost efficiencies through operational improvements;

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· using our transportation, terminalling, storage, processing and fractionation assets in conjunction with our supply and

logistics activities to capitalize on inefficient energy markets and to address physical market imbalances, mitigate
inherent risks and increase margin;

· developing and implementing internal growth projects that (i) address evolving crude oil, refined products, natural gas

and NGL needs in the midstream transportation and infrastructure sector and (ii) are well-positioned to benefit from
long-term industry trends and opportunities;

· selectively pursuing strategic and accretive acquisitions that complement our existing asset base and distribution

capabilities; and

· capitalizing on the anticipated long-term growth in demand for natural gas storage services in North America by

owning and operating high-quality natural gas storage facilities and providing our current and future customers reliable,
competitive and flexible natural gas storage and related services through our ownership interest in PNG.
Ongoing Acquisition Activities
Consistent with our business strategy, we are continuously engaged in discussions with potential sellers regarding the
possible purchase of assets and operations that are strategic and complementary to our existing operations. In addition, we have
in the past evaluated and pursued, and intend in the future to evaluate and pursue, other energy-related assets that have
characteristics and opportunities similar to our existing business lines and enable us to leverage our asset base, knowledge base
and skill sets. Such acquisition efforts may involve participation by us in processes that have been made public and involve a
number of potential buyers, commonly referred to as "auction" processes, as well as situations in which we believe we are the
only party or one of a limited number of potential buyers in negotiations with the potential seller. These acquisition efforts often
involve assets which, if acquired, could have a material effect on our financial condition and results of operations.
We typically do not announce a transaction until after we have executed a definitive acquisition agreement. However, in
certain cases in order to protect our business interests or for other reasons, we may defer public announcement of an acquisition
until closing or a later date. Past experience has demonstrated that discussions and negotiations regarding a potential acquisition
can advance or terminate in a short period of time. Moreover, the closing of any transaction for which we have entered into a
definitive acquisition agreement will be subject to customary and other closing conditions, which may not ultimately be satisfied
or waived. Accordingly, we can give no assurance that our current or future acquisition efforts will be successful. Although we
expect the acquisitions we make to be accretive in the long term, we can provide no assurance that our expectations will
ultimately be realized.
Pending BP NGL Acquisition
On December 1, 2011, we entered into a definitive agreement to acquire (the "BP NGL Acquisition") all outstanding shares
of BP Canada Energy Company, a wholly owned subsidiary of BP Corporation North America Inc. ("BP North America"). Total
consideration for the acquisition, which will be based on an October 1, 2011 effective date, is approximately $1.67 billion,
subject to working capital and other adjustments. A cash deposit of $50 million was paid upon signing, and the balance, plus 2%
interest from October 1, 2011, is payable in cash upon closing. As of March 7, 2012, all of our regulatory closing conditions
under the definitive acquisition agreement had been satisfied. Subject to the continued satisfaction of such regulatory conditions
and the satisfaction of other customary closing conditions, the acquisition is expected to close early in the second quarter of 2012.

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Upon completion of this acquisition, we will become the indirect owner of all of BP North America's Canadian-based NGL
business and certain of BP North America's NGL assets located in the upper-Midwest United States (collectively the "BP NGL
Assets"). The BP NGL Assets to be acquired include varying ownership interests and contractual rights relating to approximately
2,600 miles of NGL pipelines; approximately 20 million barrels of NGL storage capacity; seven fractionation plants with an
aggregate net capacity of approximately 232,000 barrels per day; four straddle plants and two field gas processing plants with an
aggregate net capacity of approximately six billion cubic feet ("Bcf") per day; and long-term and seasonal NGL inventories of
approximately 10 million barrels as of October 1, 2011. Certain of these pipelines and storage assets are currently inactive. The
acquired business also includes various third party supply contracts at other field gas processing plants and a supply contract
relating to a third-party owned straddle plant with throughput capacity of 2.5 Bcf per day, shipping arrangements on third-party
NGL pipelines and long-term leases on 720 rail cars used to move product among various locations. Collectively, these assets
and activities provide access to approximately 140,000 to 150,000 barrels per day of NGL supply that are transported through an
integrated network to fractionation facilities and markets in Western and Eastern Canada and in the United States. Subject to
closing the transaction, we have also entered into an Integrated Supply and Trading Agreement, pursuant to which an affiliate of
BP North America will, for a period of two years following the closing of the acquisition, continue to provide sourcing services
for gas supply to feed certain of the straddle plants to be acquired as a result of the acquisition.
There can be no assurance that the BP NGL Acquisition will be completed in the anticipated time frame, or at all, or that the
anticipated benefits of the BP NGL Acquisition will be realized.
We intend to use the net proceeds of this offering to fund a portion of the consideration for the BP NGL Acquisition. Pending
the application of the net proceeds to fund the BP NGL Acquisition, we intend to use the net proceeds for general partnership
purposes. If the BP NGL Acquisition is not consummated for any reason, we may use the net proceeds for general partnership
purposes, including future acquisitions and capital program expenditures. Alternatively, if the BP NGL Acquisition is not closed
on or prior to June 1, 2012 or the acquisition agreement relating thereto is terminated on an earlier date, we may use all or a
portion of the net proceeds, together with any additional funds we may provide, as necessary, to fund the special optional
redemption of either or both series of Notes. See "Description of Notes--Special Optional Redemption."
We currently have sufficient available borrowing capacity under our revolving credit facilities to fund all of the
consideration required to close the BP NGL Acquisition.
Our Principal Executive Offices
Our executive offices are located at 333 Clay Street, Suite 1600, Houston, Texas 77002. Our telephone number is
(713) 646-4100. We maintain a website at www.paalp.com that provides information about our business and operations.
Information contained on or available through our website is not incorporated into or otherwise a part of this prospectus
supplement or the accompanying prospectus.
Additional Information
For additional information about us, including our partnership structure and management, please see our Annual Report on
Form 10-K for the year ended December 31, 2011, which is incorporated by reference herein. Please refer to the section in this
prospectus supplement entitled "Where You Can Find More Information."

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THE OFFERING
The summary below describes the principal terms of the Notes. Certain of the terms described below are subject to
important limitations and exceptions. The "Description of Notes" section of this prospectus supplement and the "Description of
Our Debt Securities" section of the accompanying prospectus contain a more detailed description of the terms 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 operations of any kind
and will not have any revenue other than as may be incidental to its activities as
a co-issuer of our debt securities.

Future guarantees
Initially, the Notes will not be guaranteed by any subsidiaries of the issuers. In
the future, however, if any subsidiaries guarantee any of the issuers' other debt,
then those subsidiaries will, jointly and severally, fully and unconditionally
guarantee the issuers' payment obligations under the Notes. Please read
"Description of Notes--Possible Future Guarantees."

Notes offered
$750,000,000 aggregate principal amount of 3.65% Senior Notes due 2022.

$500,000,000 aggregate principal amount of 5.15% Senior Notes due 2042.

Maturity date
For the 2022 Notes: June 1, 2022.

For the 2042 Notes: June 1, 2042.

Interest rate
For the 2022 Notes: 3.65%.

For the 2042 Notes: 5.15%.

Interest payment dates
We will pay interest on the Notes of each series semi-annually in arrears on
June 1 and December 1 of each year, beginning on December 1, 2012.

Optional redemption
We may redeem either or both series of Notes, in whole or in part, at any time
and from time to time prior to maturity. If we redeem the 2022 Notes before
March 1, 2022 (three months prior to their maturity date) or the 2042 Notes
before December 1, 2041 (six months prior to their maturity date), such Notes
may be redeemed 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 semiannual basis at the
Adjusted Treasury Rate (as defined herein)

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