News Releases

Baker Botts Represents Board of Plains GP Holdings in $7.2 Billion Simplification Process

Deal Description: Plains All American Pipeline, L.P. (NYSE:PAA) announced it has entered into a definitive agreement (the “Simplification Transaction”) with Plains AAP, L.P. (“AAP”), a controlled affiliate of Plains GP Holdings, L.P. (NYSE: PAGP) (“Plains GP Holdings”), to permanently eliminate PAA’s incentive distribution rights and the economic rights associated with PAA’s 2% general partner interest in exchange for 245.5 million newly issued PAA common units (implied exchange ratio of approximately 0.3755 PAA common units per AAP Class A unit) and the assumption of all of AAP’s outstanding debt (currently $593 million).  

The Simplification Transaction is expected to close in the fourth quarter of 2016, subject to customary closing conditions, including the approval of a majority of Plains GP Holdings’ shareholders, which approval will be solicited at a special meeting to be held prior to closing.  Plains GP Holdings shareholders representing a majority of the outstanding Class A and B shares of Plains GP Holdings have entered into a voting agreement in support of the Simplification Transaction. 

The Simplification Transaction was evaluated, negotiated and approved on behalf of PAA by a conflicts committee established by PAA’s general partner (“PAA Conflicts Committee”) and on behalf of Plains GP Holdings by the Board of Directors of PAA GP Holdings LLC (the “PAGP Board”), the general partner of Plains GP Holdings.

Baker Botts represented the PAGP Board in connection with the Simplification Transaction.

Baker Botts Lawyers/Office Involved: 

Corporate: Josh Davidson (Partner, Houston), Jason Rocha (Partner, Houston), David Sterling (Trial Partner, Houston), Tull Florey (Partner, Houston), Laura Katherine Mann (Associate, Houston), Nathan Tanner (Associate, Houston), Heath DeJean (Associate, Houston)

Tax:  Mike Bresson (Partner, Houston), Chuck Campbell (Special Counsel, Houston)

For more information, please see Plains All American Pipeline's news release by clicking here


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