Obligation Plains American Pipeline 6.65% ( US72650RAR30 ) en USD

Plains American Pipeline

100 % ▲

Etas-Unis

US72650RAR30 ( en USD )

6.65% par an ( paiement semestriel )

15/01/2037

Prospectus brochure de l'obligation Plains All American Pipeline US72650RAR30 en USD 6.65%, échéance 15/01/2037

2 000 USD

600 000 000 USD

72650RAR3

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/07/2026 ( Dans 102 jours )

Plains All American Pipeline LP est une société américaine de transport d'énergie qui exploite un réseau d'oléoducs, de terminaux et d'installations de stockage pour le pétrole brut et les produits pétroliers raffinés.

L'Obligation émise par Plains American Pipeline ( Etas-Unis ) , en USD, avec le code ISIN US72650RAR30, paye un coupon de 6.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2037

L'Obligation émise par Plains American Pipeline ( Etas-Unis ) , en USD, avec le code ISIN US72650RAR30, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Plains American Pipeline ( Etas-Unis ) , en USD, avec le code ISIN US72650RAR30, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B3 1 h43563b3e424b3.htm PROSPECTUS - REGISTRATION NO. 333-141557
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Filed pursuant to Rule 424(b)(3)
Registration No. 333-141557
Prospectus

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

Offer to Exchange up to
$400,000,000 of 6.125% Senior Notes due 2017

for

$400,000,000 of 6.125% Senior Notes due 2017
that have been Registered under the Securities Act of 1933
and
Offer to Exchange up to
$600,000,000 of 6.650% Senior Notes due 2037

for

$600,000,000 of 6.650% Senior Notes due 2037
that have been Registered under the Securities Act of 1933

Terms of the Exchange Offer

· We are offering to exchange up to $400,000,000 of our outstanding 6.125% Senior Notes due 2017 (the "2017
Notes") and up to $600,000,000 of our outstanding 6.650% Senior Notes due 2037 (the "2037 Notes," and together
with the 2017 Notes, the "outstanding Notes") for new notes with substantially identical terms that have been
registered under the Securities Act and are freely tradable.

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

· Each exchange offer expires at 5:00 p.m., New York City time, on July 18, 2007 unless extended. We do not
currently intend to extend either 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 6.125% Senior Notes Offered in the Exchange Offer
Maturity

· The 2017 Notes will mature on January 15, 2017.
Interest

· Interest on the 2017 Notes is payable on January 15 and July 15 of each year, beginning July 15, 2007.

· Interest will accrue from October 30, 2006.
Redemption

· We may redeem the 2017 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 2017 Notes to be redeemed or (2) a make-whole amount described in this prospectus plus
25 basis points together with accrued interest, if any, to the redemption date.
Ranking

· The 2017 Notes are unsecured. The 2017 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.

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Terms of the 6.650% Senior Notes Offered in the Exchange Offer
Maturity

· The 2037 Notes will mature on January 15, 2037.
Interest

· Interest on the 2037 Notes is payable on January 15 and July 15 of each year, beginning July 15, 2007.

· Interest will accrue from October 30, 2006.
Redemption

· We may redeem the 2037 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 2037 Notes to be redeemed or (2) a make-whole amount described in this prospectus plus
30 basis points together with accrued interest, if any, to the redemption date.
Ranking

· The 2037 Notes are unsecured. The 2037 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 6 for a discussion of factors you should consider before participating in the
exchange offer.
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 June 5, 2007.
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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.
Each broker-dealer that receives the 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 the 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."

TABLE OF CONTENTS

Prospectus Summary

1
Risk Factors

6
Exchange Offers

7
Ratio of Earnings to Fixed Charges

15
Use of Proceeds

15
Description of the Notes

16
Material U.S. Federal Income Tax Consequences

29
Plan of Distribution

30
Legal Matters

32
Experts

32
Where You Can Find More Information

32
Forward-Looking Statements

33
A-
Letter of Transmittal (2017 Notes)

1
B-
Letter of Transmittal (2037 Notes)

1

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PROSPECTUS SUMMARY
This summary may not contain all the information that may be important to you. You should read this
entire prospectus and the documents we have incorporated into this prospectus by reference before
making an investment decision. You should carefully consider the information set forth under "Risk
Factors." In addition, certain statements include forward-looking information which involves risks and
uncertainties. Please read "Forward-Looking Statements." References to the "notes" in this prospectus
include both the outstanding notes and the new notes.
Plains All American Pipeline, L.P.
We are a Delaware limited partnership formed in September 1998. 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. We refer to liquefied petroleum gas and
other natural gas related petroleum products as "LPG." We own an extensive network of pipeline
transportation, terminalling and storage assets at major market hubs and in key oil producing basins and
crude oil, refined product and LPG transportation corridors in the United States and Canada. In
addition, through our 50% equity ownership in PAA/Vulcan Gas Storage, LLC, we develop and operate
natural gas storage facilities.
Our executive offices are located at 333 Clay Street, Suite 1600, Houston, Texas 77002 and our
telephone number is (713) 646-4100.

The Exchange Offers
On October 30, 2006, we completed private offerings of the 2017 Notes and the 2037 Notes. We entered
into registration rights agreements with the initial purchasers in those offerings in which we agreed to
deliver this prospectus and to use our reasonable best efforts to consummate the exchange offers within
300 days after the date we issued the outstanding Notes.
Exchange Offers
We are offering to exchange new notes for:

· up to $400 million principal amount of our 6.125% 2017
Notes that have been registered under the Securities Act of
1933 (the "Securities Act") for an equal amount of our
outstanding 2017 Notes; and

· up to $600 million principal amount of our 6.650% 2037
Notes that have been registered under the Securities Act for an
equal amount of our outstanding 2037 Notes

to satisfy our obligations under the registration rights agreements
that we entered into when we issued the outstanding Notes in
transactions exempt from registration under the Securities Act.

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The terms of each series of the new Notes are substantially
identical to those terms of each series 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
Each exchange offer will expire at 5:00 p.m. New York City
time, on July 18, 2007, unless we decide to extend either
exchange offer. We may extend one exchange offer without
extending the other.
Condition to the Exchange Offers
The registration rights agreements do not require us to accept
outstanding Notes for exchange if the applicable exchange offer
or the making of any exchange by a holder of the outstanding
Notes
1
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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 either exchange offer.

Procedures for Tendering
To participate in an 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
applicable 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 "Exchange
Offers -- Terms of the Exchange Offers" and "-- Procedures for
Tendering."

Guaranteed Delivery Procedures
None.

Withdrawal of Tenders
You may withdraw your tender of outstanding Notes under
either 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 "Exchange Offers -- Withdrawal of Tenders."

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 applicable 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 "Exchange Offers -- Terms of the
Exchange Offers."

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

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

Consequences of Failure to
If you do not exchange your outstanding Notes in the applicable
Exchange Outstanding Notes
exchange offer, you will no longer be able to require us to
register the outstanding Notes under the Securities Act except in
the limited circumstances provided under the applicable
registration rights agreement. In addition, you will not be able to
resell, offer to resell or otherwise transfer the outstanding Notes
unless we have
2
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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 2017 Notes and the exchange of
new Notes for 2037 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 offers. You should direct questions and
requests for assistance, requests 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.
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