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Nov 22, 2016
PAA Completes Public Offering of $750 Million of Senior Notes

Plains All American Pipeline, L.P. (NYSE: PAA) today announced that it has completed an underwritten public offering of $750 million aggregate principal amount of 4.500% senior unsecured notes due December 15, 2026, at a public offering price of 99.716% with a yield to maturity of 4.535%.

Total net proceeds of the offering were approximately $741.3 million. The Partnership intends to use the net proceeds from this offering to repay outstanding borrowings under its senior unsecured revolving credit facility and commercial paper program and for general partnership purposes. Amounts repaid under the Partnership's senior unsecured revolving credit facility and commercial paper program may be reborrowed, as necessary, to fund its ongoing expansion capital program, future acquisitions and investments or for general partnership purposes.

J.P. Morgan Securities LLC; BNP Paribas Securities Corp.; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Wells Fargo Securities, LLC; BBVA Securities Inc.; DNB Markets, Inc.; and SMBC Nikko Securities America, Inc. acted as joint book-running managers of the offering.

Copies of the prospectus supplement and accompanying base prospectus relating to the offering may be obtained from the underwriters as follows:

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Attention: Investment Grade Syndicate Desk - 3rd floor

Telephone: 212-834-4533

        BNP Paribas Securities Corp.

787 Seventh Avenue

New York, New York 10019

Attention: Syndicate Desk

Telephone: 1-800-854-5674


Merrill Lynch, Pierce, Fenner & Smith


200 North College Street


Charlotte NC 28255-0001

Attention: Prospectus Department

Telephone: 1-800-294-1322



Wells Fargo Securities, LLC

608 2nd Avenue South, Suite 1000

Minneapolis, Minnesota 55402

Attention: WFS Customer Service

Telephone: 1-800-645-3751


BBVA Securities Inc.

1345 Avenue of the Americas

44th Floor

New York, New York 10105

Telephone: 1-800-422-8692


DNB Markets, Inc.

200 Park Avenue, 31st floor

New York, NY 10166

Telephone: (212) 681-3800

SMBC Nikko Securities America, Inc.

277 Park Avenue

New York, New York 10172

Telephone: 1-888-868-6856


The senior notes were offered and sold pursuant to an effective shelf registration statement on Form S-3 previously filed with the Securities and Exchange Commission and only by means of a prospectus supplement and accompanying base prospectus.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Plains All American Pipeline, L.P. is a publicly traded master limited partnership that owns and operates midstream energy infrastructure and provides logistics services for crude oil, natural gas liquids ("NGL"), natural gas and refined products. PAA owns an extensive network of pipeline transportation, terminalling, storage and gathering assets in key crude oil and NGL producing basins and transportation corridors and at major market hubs in the United States and Canada. On average, PAA handles over 4.6 million barrels per day of crude oil and NGL in its Transportation segment. PAA is headquartered in Houston, Texas.

Plains All American Pipeline, L.P.
Ryan Smith, 866-809-1291
Director, Investor Relations

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