PAA Natural Gas Storage Announces Agreement to Merge with Plains All American Pipeline
22 Octobre 2013 - 1:00PM
Business Wire
PAA Natural Gas Storage, L.P. (NYSE:PNG) today announced that it
has entered into a definitive agreement and plan of merger with
Plains All American Pipeline, L.P. (the “Merger Agreement”) that
provides for a merger whereby PNG will become a wholly-owned
subsidiary of Plains All American Pipeline, L.P. (“PAA”) through a
unit-for-unit exchange (the “Merger”). Under the terms of the
Merger Agreement, PNG’s public unitholders will receive 0.445
common units of PAA per PNG common unit surrendered pursuant to the
Merger Agreement, plus cash in lieu of any fractional common units
of PAA otherwise issuable in the Merger.
The transaction is expected to result in approximately 14.7
million additional common units being issued by PAA. The terms of
the Merger Agreement were approved by the Conflicts Committee of
the board of directors of the general partner of PNG (the
“Conflicts Committee”), which negotiated the terms on behalf of
PNG. The Conflicts Committee is comprised solely of independent
directors. In addition, Evercore acted as financial advisor to the
Conflicts Committee and delivered a fairness opinion to the
Conflicts Committee in connection with the transaction.
The closing of the Merger is subject to the satisfaction of
certain conditions, including the approval of the Merger and the
Merger Agreement at a special meeting of unitholders by the
affirmative vote of holders of a majority of the outstanding PNG
common units (including the PNG common units held by PAA) voting as
a separate class and the affirmative vote of holders of a majority
of PNG’s outstanding subordinated units voting as a separate class.
PAA owns 100% of the membership interests in the general partner of
PNG, 100% of the outstanding subordinated units of PNG and
approximately 46% of the 61.2 million outstanding common units of
PNG. Pursuant to the Merger Agreement, PAA has agreed to vote its
common units and subordinated units in favor of the Merger. The
parties anticipate that the Merger will close in the latter half of
the fourth quarter of 2013, and that the previously announced
quarterly distribution of $0.3575 per PNG common unit payable to
holders of record of such units on November 1, 2013 will be paid on
November 14, 2013 as scheduled.
This communication does not constitute an offer to sell any
securities. Any such offer will be made only by means of a
prospectus forming a part of an effective registration statement
filed with the Securities and Exchange Commission.
In connection with the proposed Merger, a registration statement
of PAA, which will include a proxy statement and will constitute a
prospectus of PAA, and other materials will be filed with the
Securities and Exchange Commission. Investors and security holders
are urged to carefully read the documents filed with the Securities
and Exchange Commission regarding the proposed transaction when
they become available, because they will contain important
information about PAA, PNG and the proposed Merger. When available,
investors and security holders may obtain a free copy of the proxy
statement/prospectus and other documents containing information
about PAA and PNG, without charge, at the Securities and Exchange
Commission’s website at www.sec.gov.
PAA, PNG and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the unitholders of PNG in connection with the proposed
transaction. Information about the directors and executive officers
of the general partner of PAA is set forth in PAA’s Annual Report
on Form 10-K for the year ended December 31, 2012, which was filed
with the Securities and Exchange Commission on February 27, 2013.
Information about the directors and executive officers of the
general partner of PNG is set forth in PNG’s Annual Report on Form
10-K for the year ended December 31, 2012, which was filed with the
Securities and Exchange Commission on February 27, 2013. These
documents can be obtained without charge at the Securities and
Exchange Commission’s website indicated above. Additional
information regarding the interests of these participants may be
obtained by reading the proxy statement/prospectus regarding the
proposed transaction when it becomes available.
PAA Natural Gas Storage, L.P. is a Delaware limited partnership
engaged in the development, acquisition, operation and commercial
management of natural gas storage facilities. PNG currently owns
and operates three natural gas storage facilities located in
Louisiana, Mississippi and Michigan. PNG is headquartered in
Houston, TX.
Except for historical information contained herein, the
statements contained herein are forward-looking statements that
involve certain risks and uncertainties that could cause actual
results to differ materially from results anticipated in the
forward looking statements, including the risk that the proposed
transaction is not consummated at all or on the initial terms
proposed. Various risks relating to PAA and PNG are described in
their respective filings with the Securities and Exchange
Commission.
PAA Natural Gas Storage, L.P.Roy I. Lamoreaux, 713-646-4222 –
800-564-3036Director, Investor Relations
Paa Natural Gas Storage, L.P. Common Units Representing Limited Partner Interests (NYSE:PNG)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Paa Natural Gas Storage, L.P. Common Units Representing Limited Partner Interests (NYSE:PNG)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024