UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 19, 2011
PAA Natural Gas Storage, L.P.
(Exact name of registrant as specified in its charter)
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| DELAWARE
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1-34722
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27-1679071 |
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(Commission File Number)
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(IRS Employer Identification No.) |
| incorporation) |
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333 Clay Street, Suite 1500, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code 713-646-4100
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 3.02 Unregistered Sales of Equity Securities
In connection with PAA Natural Gas Storage, L.P.’s (“PNG”) pending acquisition of SG Resources
Mississippi, L.L.C. (the “Acquisition”) announced on December 28, 2010, PNG
disclosed arrangements to fund the Acquisition with approximately $600 million of equity.
Initially, approximately $262 million was to be provided by parties to that certain Common Unit
Purchase Agreement dated December 23, 2010 (the “December Private Placement”), and the remaining
approximately $338 million was to be provided by PNG’s parent, Plains All American Pipeline, L.P.
(“Plains” or “PAA”), through a purchase of Common Units (as defined below) and a corresponding 2%
general partner contribution, on substantially similar terms as the third-party purchasers.
On January 19, 2011, PNG entered into a Common Unit Purchase Agreement with the purchasers
named therein providing for the sale of 5.0 million common units representing limited partnership
interests in PNG (“Common Units”) at a purchase price of $21.75 per Common Unit (the “January
Private Placement”). The net proceeds from the sale of the Common Units, after deducting a
commitment fee to be paid to certain of the purchasers, will be approximately $108 million and will
be payable in cash at closing, which is expected to be substantially
contemporaneous with the closing of the Acquisition.
At closing, PNG will enter into a Registration Rights Agreement with
the purchasers providing them with certain rights relating to registration of the Common Units
under the Securities Act. The sale of the Common Units will be made in reliance upon the exemption
from the registration requirements of the Securities Act contained in Section 4(2) thereof.
As
a result of the January Private Placement, the equity proceeds to be
provided by PAA will now be approximately $230 million, including its proportionate 2%
general partner contribution. Assuming a closing date of
February 15, 2011, PNG
anticipates issuing 27.6 million Common Units, with 17.4 million Common Units being issued to the third-party investors
and the remaining 10.2 million Common Units issued to PAA. As a
result of the transactions, PAA’s aggregate ownership of PNG
will decrease from approximately 77% to approximately 64%.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit |
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Description |
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2.1
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Purchase and Sale Agreement dated December 28, 2010 by and among
SGR Holdings, L.L.C., Southern Pines Energy Investment Co., LLC
and PAA Natural Gas Storage, L.P. (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed on December
30, 2010). |