PAA Prices Public Offering of Series B Preferred Units

HOUSTON–(BUSINESS WIRE)–Plains All American Pipeline, L.P. (NYSE: PAA)
today announced that it has priced an underwritten public offering of
800,000 of its 6.125% Series B Fixed-to-Floating Rate Cumulative
Redeemable Perpetual Preferred Units (the “Series B Preferred Units”) at
a price of $1,000 per Series B Preferred Unit. Distributions on the
Series B Preferred Units will be payable semi-annually in arrears on the
15th day of May and November through and including November 15, 2022
and, thereafter, quarterly in arrears on the 15th day of February, May,
August, and November of each year (each, a "Distribution Payment Date")
to holders of record as of the close of business on the first business
day of the month of the applicable Distribution Payment Date. The
initial distribution rate for the Series B Preferred Units from and
including the date of original issue to, but not including, November 15,
2022 will be 6.125% per annum of the $1,000 liquidation preference per
unit (equal to $61.25 per unit per annum). On and after November 15,
2022, distributions on the Series B Preferred Units will accumulate at a
percentage of the liquidation preference equal to an annual floating
rate equal to the three-month LIBOR plus a spread of 4.11%. The offering
is expected to close on October 10, 2017, subject to the satisfaction of
customary closing conditions.

The Partnership expects to receive net proceeds of approximately $787.8
million, after deducting the underwriters’ discounts and estimated
offering expenses. The Partnership intends to use the net proceeds from
this offering to repay amounts outstanding under its credit facilities
and commercial paper program and for general partnership purposes, which
may include, among other things, repayment of indebtedness,
acquisitions, capital expenditures and additions to working capital.

J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC
are acting as joint book-running managers of the offering.

The Series B Preferred Units are being 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. Copies of the
prospectus supplement and accompanying base prospectus relating to the
offering may be obtained from the underwriters as follows:

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 5 million barrels per day of crude oil and NGL in its
Transportation segment. PAA is headquartered in Houston, Texas.

Contacts

Investors:
Plains All American Pipeline, L.P.
Brett
Magill, (866) 809-1291
Manager, Investor Relations