box. ☐ box. ☒ ☐ ☐ ☐ ☐ Common units representing limited partner interests Act. ☐ ” Any selling unitholder that is an affiliate of Plains All American Pipeline, L.P. may be deemed an “underwriter” within the meaning of the Securities Act of 1933, as amended, and, as a result, may be deemed to be offering securities, indirectly, on our behalf. We will not receive any of the proceeds from the sale of common units by selling unitholders. “PAA.” Our business, financial condition, results of operations and prospects may have changed since such dates. NGL. Series A preferred units combined). GP LLC is AAP’s general partner. PAGP is the sole and managing member of GP LLC, and, at September 30, 2022, owned an approximate 81% limited partner interest in AAP. PAGP GP is the general partner of PAGP. Principal Executive Offices and Internet Address effect for be treated As there is no direct or indirect controlling authority addressing assignees of units who are entitled to execute and deliver transfer applications and thereby become entitled to direct the exercise of attendant rights, but who fail to execute and deliver transfer applications, Vinson & Elkins L.L.P. ” nonrecourse liabilities allocated based on the ” losses by such taxpayers. An excess business loss is the excess (if any) of a taxpayer’s aggregate deductions for the taxable year that are attributable to the trades or businesses of such taxpayer (determined without regard to the excess business loss limitation) over the aggregate gross income or gain of such taxpayer for the taxable year that is attributable to such trades or businesses plus a threshold amount. The threshold amount is equal to $250,000, or $500,000 (increased by the applicable inflation adjustment) for taxpayers filing a joint return. Disallowed excess business losses are treated as a net operating loss carryover to the following tax year. Any losses we generate that are allocated to a unitholder and not otherwise limited by the basis, at risk, or passive loss limitations will be included in the determination of such unitholder’s aggregate trade or business deductions. Consequently, any losses we generate that are not otherwise limited will only be available to offset a unitholder’s other trade or business income plus an amount of non-trade or business income equal to the applicable threshold amount. Thus, except to the extent of the threshold amount, our losses that are not otherwise limited may not offset a unitholder’s non-trade or business income (such as salaries, fees, interest, dividends and capital gains). This excess business loss limitation will be applied after the passive activity loss limitation. partners in profits and losses, (iii) the interest of all the partners in cash flow and (iv) the rights of all the partners to distributions of capital upon liquidation. Our allocations and liquidation provisions are designed in a way to give effect to our allocations, except to the extent required to achieve parity among the preferred units. Consequently, Vinson & Elkins LLP is unable to opine on whether our allocations of income, gain, loss and deduction will be given effect for U.S. federal income tax purposes. ” our units satisfy all of the eligibility requirements and due to other limitations regarding administrability, we plan to elect out of the bonus depreciation provisions of Section 168(k) with respect to basis adjustments under Section 743(b). ” ” The costs we incur in offering and selling our units (called ” units transferred. Thus, according to the ruling discussed in the paragraph above, a unitholder will be unable to select high or low basis units to sell or exchange as would be the case with corporate stock, but, according to the Treasury Regulations, such unitholder may designate specific units sold for purposes of determining the holding period of the units transferred. A unitholder electing to use the actual holding period of any unit transferred must consistently use that identification method for all subsequent sales or exchanges of our units. A unitholder considering the purchase of additional units or a sale or exchange of units purchased in separate transactions is urged to consult its tax advisor as to the possible consequences of this ruling and application of the Treasury Regulations. ” Notification Requirements Uniformity of Units ” under some circumstances, the gain from See the “Investment by Employee Benefit Plan” section below for additional details regarding investments by certain employee benefit plans. Each prospective unitholder that is a tax-exempt entity or a Non-U.S. Unitholder should consult its tax advisors before investing in our common units. audit adjustment directly from us, unless we elect to have our general partner, unitholders and former unitholders take any audit adjustment into account in accordance with their interests in us during the taxable year under audit. Similarly, for such taxable years, if the IRS makes audit adjustments to income tax returns filed by an entity in which we are a member or partner, it may assess and collect any taxes (including penalties and interest) resulting from such audit adjustment directly from such entity. Each prospective unitholder should consult its own tax advisors regarding the potential application of these withholding provisions to its investment in our units. other entities. As we make acquisitions or expand our business, we may own property or conduct business in additional states that impose a personal income tax. Although an analysis of those various taxes is not presented here, each prospective unitholder should consider We are registering the offering by AAP and the management holders of the common units listed below pursuant to the Seventh Amended and Restated Agreement of Limited Partnership of the Partnership dated October 10, 2017 and the Registration Rights Agreement dated November 15, 2016 between us and the Holders defined therein. September 30, 2022, there were 698,332,685 common units and 71,090,468 Series A preferred units issued and outstanding. The beneficial ownership information presented below assumes that all EMG Fund IV PAA Holdings, LLC(1) EnCap Energy Capital Fund X, L.P.(2) EnCap Flatrock Midstream Fund III, L.P.(2) FR KA Plains Holdings, LLC Stonepeak PAA Holdings LLC Kaiser Foundation Hospitals Kayne Anderson MLP Fund, L.P.(3) Massachusetts Mutual Life Insurance Company Kayne Anderson Midstream Institutional Fund, L.P.(3) Kanti (QP), L.P.(3) Kayne Select Midstream Recovery Fund, L.P.(3) Kayne Anderson Non-Traditional Investments, L.P.(3) directly; or As of the date of this prospectus, the selling unitholders have not engaged any underwriter, broker, dealer or agent in connection with the offer and sale of common units pursuant to this prospectus by the selling unitholders. To the extent required, the names of the specific managing underwriter or underwriters, if any, as well as other important information, will be set forth in an applicable prospectus supplement. In that event, any underwriting compensation paid by the selling unitholders to underwriters or agents in connection with the offering of these common units, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be set forth in the applicable prospectus supplement. The financial statements and SEC registration fee Legal fees and expenses Accounting fees and expenses Printing expenses Total Item 15. Indemnification of manager or other person from and against any and all claims and demands whatsoever. The limited liability company agreement of PAA GP Holdings LLC provides for the indemnification of (a) any of its original members Directors. and statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.Use these links to rapidly review the documentDecember 1, 2017October 4, 2022
SECURITIES AND EXCHANGE COMMISSIONForm S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
Identification No.)
Houston, Texas 77002
(713) 646-4100includingIncluding Area Code, of Registrant'sRegistrant’s Principal Executive Offices)
Executive Vice President, General Counsel and Secretary
333 Clay Street, Suite 1600
Houston, Texas 77002
(713) 646-4100Copy to:
David P. Oelman
Alan Beck
Vinson & Elkins L.L.P.First City Tower1001 Fannin Street,845 Texas Avenue, Suite 25004700
Houston, Texas 77002
(713) 758-2222
From time to time after the effective date of this registration statement.box: obox: ýoooo"large“large accelerated filer," "accelerated” “accelerated filer," "smaller” “smaller reporting company"company” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act. ý o o(Do not check if asmaller reporting company) o o 13(a) of the Exchange Act. oCALCULATION OF REGISTRATION FEE Title of Securities to be Registered Amount to be
Registered Proposed Maximum
Offering Price Per
Unit Proposed Maximum
Aggregate Offering
Price Amount of
Registration Fee 69,696,542(1)(2) $18.65(3) $1,299,840,508.30(3) $161,830.14(3) (1)Pursuant to Rule 416(a) under the Securities Act, the number of common units being registered on behalf of the selling unitholders shall be adjusted to include any additional common units that may become issuable as a result of any unit distribution, split, combination or similar transaction.Represents 69,696,542 common units issued or issuable upon conversion of 69,696,542 Series A Convertible Preferred units (the "Series A preferred units") that Plains All American Pipeline, L.P. issued to the selling unitholders named in the prospectus included as part of this registration statement. The conversion ratio is one Series A preferred unit in exchange for one common unit.(3)Pursuant to Rule 457(c)(B) of the Securities Act, the registration fee is calculated on the basis of the average of the high and low sale prices of our common units on November 29, 2017, as reported on the New York Stock Exchange.whichthat specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until thethis Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.Securities mayThis preliminary prospectus supplement and the accompanying prospectus are not be sold pursuant to this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offeroffers to sell these securities and it isthey are not soliciting an offeroffers to buy these securities in any jurisdiction where the offer or sale is not permitted.December 1, 2017October 4, 202269,696,5423,363,477 Common Units69,696,5423,363,477 common units representing limited partner interests in us ("(“common units") issuable upon conversion of 69,696,542 Series A Convertible Preferred Units representing limited partnership interests in us ("Series A preferred units"units”) that the selling unitholders (as defined below) named in this prospectus may, from time to time, in one or more offerings, offer and sell. For a detailed discussion of the selling unitholders, please read "Selling“Selling Unitholders.""Where“Where You Can Find More Information"Information” section of this prospectus for information about us, including our financial statements.New York Stock Exchange ("NYSE"Nasdaq Global Select Market (“NASDAQ”) under the symbol "PAA.""Risk Factors"“Risk Factors” on page 8 of this prospectus before you make an investment in our common units."SEC"“SEC”) nor any state securities commission has approved or disapproved of the common units or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.20172022 21 32 43 6 8 9 10 11 Selling Unitholders 2726 28 3033 3235 Experts 32 35 ininto this prospectus. WeNeither we nor the selling unitholders have not authorized anyone to provide you with additional or different information. If any other information. If anyoneperson provides you with additional, different or inconsistent information, you should not rely on it. This prospectus and any prospectus supplement hereto is not an offer to sell or the solicitation of an offer to buy any securities other than the securities to which it relates and is not an offer to sell or the solicitation of an offer to buy securities in any jurisdiction where an offer or sale of such securities is not permitted.ininto this prospectus is accurate as of any date other than the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should review carefully all of the detailed information appearing in this prospectus, any prospectus supplement, any free writing prospectus relating to this offering and the documents we have incorporated by reference before making any investment decision."shelf"“shelf” registration process. Under this shelf registration process, the selling unitholders may, over time, in one or more offerings, offer and sell up to 69,696,5423,363,477 of our common units in one or more offerings. This prospectus generally describes Plains All American Pipeline, L.P. and our common units.andregistered hereby. Such prospectus supplements may also add to, update or change information in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in such prospectus supplement. Before you invest in our common units, you should carefully read both this prospectus and any prospectus supplement, together with additional information described under the heading "Where“Where You Can Find More Information,"” and any additional information you may need to make your investment decision."incorporate“incorporate by reference"reference” information into this prospectus, which means that we disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, except for any information superseded by information contained expressly in this prospectus or any prospectus supplement, and the information we file later with the SEC will automatically supersede this information. You should not assume that the information in this prospectus is current as of any date other than the date on the front page of this prospectus, or that the information contained in any document incorporated by reference is accurate as of any date other than the date of such document."Exchange Act"“Exchange Act”), including all such documents we may file with the SEC (excluding, in each case, any information furnished pursuant to Item 2.02 or 7.01 of any Current Report on Form 8-K), including all such documents we may file with the SEC after the initial filing date of the registration statement of which this prospectus is a part and prior to the effectiveness of the registration statement and, following the effectiveness of the registration statement, until all offerings under the registration statement and this prospectus are completed:•quarterly periods ended March 31, 2017, 2022 and June 30, 2017 and September 30, 2017;2022;•JanuaryFebruary 28, 2022, May 23, 2022, May 27, 2022, July 28, 2022 and August 25, 2017, February2022;2017, February 21, 2017, March 1, 2017, July 6, 2017, August 17, 2017, October 6, 2017, October 12, 2017, November 7, 20172022; and November 16, 2017; and•ininto this prospectus and any exhibit specifically incorporated by reference in those documents, at no cost, by writing or telephoning us at the following address or phone number:
333 Clay Street, Suite 1600
Houston, Texas 77002
Attention: Corporate Secretary
Telephone: (713) 646-4100 Additionally, you may readWe file periodic reports, current reports, proxy statements and copy any documentsother information with the SEC. The SEC maintains an internet site that contains information we have filed by us at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please callelectronically with the SEC, which you can access over the internet at 1-800-732-0330 for further information on its Public Reference Room.http://www.sec.gov. Our SEC filings are also available to the public from commercial document retrieval services and at the SEC's websitewww.sec.gov. We also make available free of charge on our website atir.paalp.comwww.plains.com our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K, and any amendments to those reports,under “Investor Relations” as soon as reasonably practicable after we electronically file such material with the SEC. Information contained on our website is not incorporated by reference into this prospectus and you should not consider information contained on our website as part of this prospectus.ininto this prospectus or theany accompanying prospectus supplement, other than statements of historical fact, are forward-looking statements, including but not limited to statements incorporating the words "anticipate," "believe," "estimate," "expect," "plan," "intend"“anticipate,” “believe,” “estimate,” “expect,” “plan,” “intend” and "forecast,"“forecast,” as well as similar expressions and statements regarding our business strategy, plans and objectives for future operations. The absence of such words, expressions or statements, however, does not mean that the statements are not forward-looking. Any such forward-looking statements reflect our current views with respect to future events, based on what we believe to be reasonable assumptions. Certain factors could cause actual results or outcomes to differ materially from the results or outcomes anticipated in the forward-looking statements. The most important of these factors include, but are not limited to:natural gas liquids ("NGL")NGL shipped, processed, purchased, stored, fractionated and/or gathered at or through the use of our assets whether due to declines in production from existing oil and gas reserves, reduced demand, failure to develop or slowdown in the development of additional oil and gas reserves, whether from reduced cash flow to fund drilling and/or the inabilityreduction of commercial opportunities that might otherwise be available to access capital, or other factors;us;•the effects of competition;•market distortions caused by producer over-commitments to infrastructure projects, which impacts volumes, margins, returns and overall earnings;•unanticipated changes in crude oil and NGL market structure, grade differentials and volatility (or lack thereof);•maintenance of our credit rating and ability to receive open credit from our suppliers and trade counterparties;•environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves;•refined products and natural gasNGL and resulting changes in pricing conditions or transportation throughput requirements;•failureimplement or capitalize,served by our pipelines;delays in implementinghedging strategies;capitalizing, on expansion projects, whether duecost increases of supplies, materials or labor;permitting delays, permitting withdrawals or other factors;receive open credit from our suppliers and trade counterparties;•expansioninvestment capital projects, working capital requirements and the repayment or refinancing of indebtedness;•businessesbusinesses;risks associatedrefusal or inability of our customers or counterparties to perform their obligations under their contracts with operating in linesus (including commercial contracts, asset sale agreements and other agreements), whether justified or not and whether due to financial constraints (such as reduced creditworthiness, liquidity issues or insolvency), market constraints, legal constraints (including governmental orders or guidance), the exercise of businesscontractual or common law rights that are distinctallegedly excuse their performance (such as force majeure or similar claims) or other factors;separate from our historical operations;expenses related to unexpected or unplanned capital expenditures, third-party claims or other factors;•the consummate,implement or significant delaycapitalize, or delays in consummating, salesimplementing or capitalizing, on investment capital projects, whether due to permitting delays, permitting withdrawals or other factors;interests as a part of our strategic divestiture program;no control;••continued creditworthiness of, and performance by, our counterparties, including financial institutions and trading companies with which we do business;••non-utilization••weather interference with business operations or project construction, including the impact of extreme weather events or conditions;•the availability of, and our ability to consummate, acquisition or combination opportunities;•the effectiveness of our risk management activities;•shortages or cost increases of supplies, materials or labor;•the impact of current and future laws, rulings, governmental regulations, accounting standards and statements, and related interpretations;••assets, including our ability to satisfy our contractual obligations to our customers;assets; and•factors affecting demand for natural gas and natural gas storage services and rates;•general economic, market or business conditions and the amplification of other risks caused by volatile financial markets, capital constraints and pervasive liquidity concerns; and•and refined products, as well as in the storage of natural gas and the processing, transportation, fractionation, storage and marketing of natural gas liquids.oras well as factors that are unknown or unpredictable, could also have a material adverse effect on future results. Please read "Risk Factors" “Risk Factors”"Risk Factors"“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 20162021 (File No. 001-14569), and in any subsequent Quarterly Report on Form 10-Q, which isare incorporated into this prospectus by reference.reference, for information regarding risks you should consider before making an investment decision. Except as required by applicable securities laws, we do not intend to update these forward-looking statements and information. We ownoperateoperation of critical midstream energy infrastructure systems that connect major producing regions to key demand centers and provide logistics services for crude oil, NGL, natural gas and refined products. Weexport terminals. As one of the largest midstream service providers in North America, we own an extensive network of pipeline transportation, terminalling, storage and gathering assets in key crude oil and NGLNGLs producing basins (including the Permian Basin) and transportation corridors and at major market hubs in the United States and Canada. Our business activitiesassets and the services we provide are primarily focused on and conducted through threetwo operating segments: Transportation, FacilitiesCrude Oil and SupplyNGL.Logistics."Partnership," "Plains," "PAA," "we," "us," "our," "ours"“Partnership,” “Plains,” “PAA,” “we,” “us,” “our” and similar terms refer to Plains All American Pipeline, L.P. and its subsidiaries. References to our "general“general partner,"” as the context requires, include any or all of PAA GP Holdings LLC ("(“PAGP GP"GP”), Plains GP Holdings, L.P. ("PAGP"(“PAGP”), PAA GP LLC ("(“PAA GP"GP”), Plains AAP, L.P. ("AAP"(“AAP”) and Plains All American GP LLC ("(“GP LLC"LLC”).Acquisition and Investment Activities Related to Strategic Transactions Consistent with our business strategy, wejoint ventures and large investment capital projects. AsWith respect to a part of these efforts,potential divestiture or acquisition, we often engagemay conduct an auction process or participate in discussionsan auction process conducted by a third party or we may negotiate a transaction with potential sellersone or other parties regarding the possible purchase of or investment in assets and operations that are strategic and complementary to our existing operations. In addition, we have in the past evaluated and pursued, and intend in the future to evaluate and pursue, the acquisition of or investment in other energy-related assets that have characteristics and opportunities similar to our existing business lines and enable us to leverage our assets, knowledge and skill sets. Such efforts may involve participation by us in processes that have been made public and involve a limited number of potential buyers or investors, commonly referred to as "auction" processes, as well as situations in which we believe we are(in the only party or onecase of a limited numberdivestiture) or sellers (in the case of parties who are in negotiations with the potential seller or other party. These acquisition and investment efforts often involve assets which, if acquired or constructed,an acquisition). Such transactions could have a material effect on our financial condition and results of operations. From time to time, we may also (i) sell assets that we regard as non-core or that we believe might be a better fit with the business or assets of a third-party buyer or (ii) sell partial interests in assets to strategic joint venture partners, in each case to optimize our asset portfolio and strengthen our balance sheet and leverage metrics. With respect to a potential divestiture, we may conduct an auction process or may negotiate a transaction with one or a limited number of potential buyers.However, inIn certain cases, in order to protect our business interests or for other reasons, we may defer public announcement of a transaction until closing or a later date. Past experience has demonstrated that discussions and negotiations regarding a potential transaction can advance or terminate in a short period of time. Moreover, the closing of any transaction for which we have entered into a definitive agreement may be subject to customary and other closing conditions, which may not ultimately be satisfied or waived. Accordingly, we can give no assurance that our current or future acquisition or investment efforts with respect to any such transactions will be successful, or that our strategic asset divestitures will be completed. Although we expect the acquisitions and investments we make to be accretive in the long term, we can provide no assurance that our financial expectations with respect to such transactions will ultimately be realized.www.plainsallamerican.comwww.plains.com that provides information about our business and operations. We make our periodic and current reports and other information filed with or furnished to the SEC available, free of charge, through our website, as soon as reasonably practicable"Where“Where You Can Find More Information"Information” in this prospectus, including our Annual Report on Form 10-K for the year ended December 31, 20162021 and ourany subsequent Quarterly Report on Form 10-Q, for the quarter ended September 30, 2017, each of which isare incorporated by reference herein."Risk Factors"“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 20162021 (File No. 001-14569), and in any subsequent Quarterly Report on Form 10-Q, which isare incorporated into this prospectus by reference, together with all of the other information included in this prospectus, any prospectus supplement and the documents we incorporate by reference, in evaluating an investment in our common units. If any of these risks were to occur, our business, financial condition or results of operations could be materially adversely affected. In such case, the trading price of our common units could decline and you could lose all or part of your investment. When we offer and sell any securities pursuant to a prospectus supplement, we may include additional risk factors relevant to such securities in the prospectus supplement. Please read “Forward-Looking Statements.”pro rata, including underwriting discounts and commissions, associated with the sale of common units by the selling unitholder.isare incorporated by reference herein, for a description of our common units, our cash distribution policy and our partnership agreement."Code"“Code”), existing and proposed Treasury regulations thereunder (the "Treasury Regulations"“Treasury Regulations”), and current administrative rulings and court decisions, all of which are subject to change. Changes in these authorities may cause the federal income tax consequences to a prospective unitholder to vary substantially from those described below, possibly on a retroactive basis. Unless the context otherwise requires, references in this section to "we"“we,” “us,” or "us"“the Partnership” are references to Plains All American Pipeline, L.P. and its subsidiaries."—Administrative Matters—“— State, Local and Other Tax Considerations."” Furthermore, this section focuses on unitholders who are individual citizens or residents of the United States (for federal income tax purposes), who have the U.S. dollar as their functional currency, who use the calendar year as their taxable year who purchase units in this offering, who do not materially participate in the conduct of our business activities and who hold such units as capital assets (typically, property that is held for investment). This section has limited applicability to corporations (including other entities treated as corporations for federal income tax purposes), partnerships (including other entities treated as partnerships for federal income tax purposes), estates, trusts, non-resident aliens or other unitholders subject to specialized tax treatment, such as tax-exempt entities, non-U.S. persons, individual retirement accounts ("IRAs"(“IRAs”), employee benefit plans, real estate investment trusts or mutual funds.unitholder'sunitholder’s own tax advisor in analyzing the federal, state, local and non-U.S. tax consequences particular to that unitholder resulting from ownership or disposition of our units and potential changes in applicable tax laws.IRSInternal Revenue Service (the “IRS”) with respect to the partnership'sPartnership’s classification as a partnership for federal income tax purposes or as to the classification of our partnership and limited liability company operating subsidiaries. We will rely on the opinions and advice of Vinson & Elkins L.L.P. with respect to the matters described herein. An opinion of counsel represents only that counsel'scounsel’s best legal judgment and does not bind the Internal Revenue Service (the "IRS")IRS or a court. Accordingly, the opinions and statements made herein may not be sustained by a court if contested by the IRS. Any such contest of the matters described herein may materially and adversely impact the market for our units and the prices at which our units trade. In addition, our costs of any contest with the IRS will be borne indirectly by our unitholders and our general partner because the costs will reduce our cash available for distribution. Furthermore, the tax consequences of an investment in us may be significantly modified by future legislative or administrative changes or court decisions, which may be retroactively applied. (1) "—“— Tax Consequences of Unit Ownership—Ownership — Treatment of Securities Loans"Loans”); (2) "—“— Disposition of Units—Units — Allocations Between Transferors and Transferees"Transferees”); (3) "—“— Tax Consequences of Unit Ownership—Ownership — Section 754 Election"Election” and "—“— Disposition of Units—Units — Uniformity of Units"Units”);(4) relevant allocations is permitted by existing Treasury Regulations (please read “— Tax Consequences of Unit Ownership — Allocation of Income, Gain, Loss and Deduction” and “— Uniformity of Units”); and U.S. federal income tax purposes (please read "—“— Tax Consequences of Unit Ownership—Ownership — Allocation of Income, Gain, Loss and Deduction"Deduction”). U.S. federal income tax purposes and, therefore, subject to the discussion below under "—“— Administrative Matters—Matters — Information Returns and Audit Procedures"Procedures”, generally will not be liable for entity-level federal income taxes. Instead, as described below, each of our unitholders will take into account its respective share of our items of income, gain, loss and deduction in computing its federal income tax liability as if the unitholder had earned such income directly, even if we make no cash distributions to the unitholder. Distributions we make to a unitholder will not give rise to income or gain taxable to such unitholder, unless the amount of cash distributed exceeds the unitholder'sunitholder’s adjusted tax basis in its units. Please read "—“— Tax Consequences of Unit Ownership—Ownership — Treatment of Distributions"Distributions” and "—“— Disposition of Units")Units”.partnership'spartnership’s gross income for every taxable year it is publicly traded consists of "qualifying“qualifying income,"” the partnership may continue to be treated as a partnership for federal income tax purposes (the "Qualifying“Qualifying Income Exception"Exception”). Qualifying income includes (i) interest, (ii) dividends, (iii) real property rents within the meaning of Section 856(d) of the Code, as modified by Section 7704(d)(3) of the Code, (iv) gains from the sale or other disposition of real property, (v) income and gains derived from the exploration, development, mining or production, processing, refining, transportation (including pipelines transporting gas, oil, or products thereof) or the marketing of any "mineral“mineral or natural resource"resource”, and (vi) gains from the sale or other disposition of a capital assetassets (or property described in Section 1231(b) of the Code) held for the production of income that otherwise constitutes qualifying income. We estimate that less than 5 percent of our current gross income is not qualifying income; however, this estimate could change from time to time."qualifying income"“qualifying income” within the meaning of Section 7704(d) of the Code; andliquidation.liquidation of their interests in us. This deemed contribution and liquidation should not result in the recognition of taxable income by our unitholders or us so long as the aggregate amount of our liabilities does not exceed the adjusted tax basis of our assets. Thereafter, we would be treated as an association taxable as a corporation for federal income tax purposes.From time to time, membersMembers of the U.S. Congress proposehave proposed and considerconsidered substantive changes to the existing federal income tax laws that would affect publicly traded partnerships. One such legislative proposal wouldRecent proposals have eliminatedprovided for the expansion of the Qualifying Income Exception in certain circumstances and other proposals have provided for the total elimination of the Qualifying Income Exception upon which we rely for our treatment as a partnership for federal income tax purposes."Final Regulations"“Final Regulations”) within the meaning of Section 7704 of the Code were published in the Federal Register. The Final Regulations are effective as of January 19, 2017, and apply to taxable years beginning on or after January 19, 2017. We do not believe the Final Regulations affect our ability to qualify as a publicly traded partnership. Our partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a corporation or otherwise subjects us to entity-level taxation for federal, state or local income tax purposes, the minimum quarterly distribution amount and the target distribution amounts may be adjusted to reflect the impact of that law on us. unitholder'sunitholder’s adjusted tax basis in its units (determined separately for each unit), and thereafter (iii) taxable capital gain.partnershipPartnership who are admitted as limited partners of the partnershipPartnership will be treated as partners of the Partnership for federal income tax purposes and unitholders whose units are held in street name or by a nominee and who have the right to direct the nominee in the exercise of all substantive rights attendant to the ownership of their units will be treated as partners of the partnershipPartnership for federal income tax purposes.'s’s opinion does not extend to these persons. Furthermore, a purchaser or other transferee of units who does not execute and deliver a transfer application may not receive some federal income tax information or reports furnished to record holders of units unless the units are held in a nominee or street name account and the nominee or broker has executed and delivered a transfer application for those units. In addition,beneficial ownerdiscussion related to the risks of units whose units have been transferred to a short seller to complete a short sale would appear to loselosing partner status as a partner with respect to such units for federal income tax purposes. Pleaseresult of securities loans, please read "—“— Tax Consequences of Unit Ownership—Ownership — Treatment of Securities Loans." Income, gain, deductions or losses would not appear to be reportable by a unitholder who is not a partner for federal income tax purposes, and any cash distributions received by a unitholder who is not a partner for federal income tax purposes would therefore appear to be fully taxable as ordinary income. ”"—“— Entity-Level Collections of Unitholder Taxes"Taxes” and "—“— Administrative Matters—Matters — Information Returns and Audit Procedures"Procedures” with respect to payments we may be required to make on behalf of our unitholders, and aside from any taxes paid by a corporate subsidiary, we will not pay any federal income tax. Rather, each unitholder will be required to report on its federal income tax return each year its share of our income, gains, losses and deductions for our taxable year or years ending with or within its taxable year .year. Consequently, we may allocate income to a unitholder even if that unitholder has not received a cash distribution.unitholder'sunitholder’s tax basis in its units initially will be the amount paid or treated as paid for those units increased by the unitholder'sunitholder’s initial allocable share of our liabilities. That basis generally will be (i) increased by the unitholder'sunitholder’s share of our income and any increases in such unitholder'sunitholder’s share of our liabilities, and (ii) decreased, but not below zero, by the amount of all distributions to the unitholder, the unitholder'sunitholder’s share of our losses, and any decreases in its share of our liabilities.liabilities and the amount of any excess business interest allocated to the unitholder. The IRS has ruled that a partner who acquires interests in a partnership in separate transactions must combine those interests and maintain a single adjusted tax basis for all of those interests.unitholder'sunitholder’s tax basis in its units, in which case the unitholder generally will recognize gain taxable in the manner described below under "—“— Disposition of Units."unitholder'sunitholder’s share of our "nonrecourse liabilities" (liabilities“nonrecourse liabilities” (liabilities for which no partner bears the economic risk of loss) will be treated as a distribution by us of cash to that unitholder. A decrease in a unitholder'sunitholder’s percentage interest in us because of our issuance of additional units may decrease such unitholder'sunitholder’s share of our nonrecourse liabilities. For purposes of the foregoing, a unitholder'sunitholder’s share of our nonrecourse liabilities generally will be based upon such unitholder'sunitholder’s share of the unrealized appreciation (or depreciation) in our assets, to the extent thereof, with any excessunitholder'sunitholder’s share of our profits. Please read "—“— Disposition of Units."unitholder'sunitholder’s share of our "unrealized“unrealized receivables,"” including depreciation recapture and substantially appreciated "inventory“inventory items,"” both as defined in Section 751 of the Code ("(“Section 751 Assets"Assets”). To the extent of such reduction, the unitholder would be deemed to receive its proportionate share of the Section 751 Assets and exchange such assets with us in return for a portion of the non-pro rata distribution. This deemed exchange will generally result in the unitholder'sunitholder’s recognition of ordinary income in an amount equal to the excess of (1) the non-pro rata portion of that distribution over (2) the unitholder'sunitholder’s tax basis (typically zero) in the Section 751 Assets deemed to be relinquished in the exchange.unitholder'sunitholder’s adjusted tax basis in its units, and (ii) in the case of a unitholder that is an individual, estate, trust or certain types of closely-held corporations, the amount"at risk"“at risk” with respect to our activities. A unitholder will be at risk to the extent of its adjusted tax basis in its units, reduced by (1) any portion of that basis attributable to the unitholder'sunitholder’s share of our nonrecourse liabilities, (2) any portion of that basis representing amounts otherwise protected against loss because of a guarantee, stop loss agreement or similar arrangement, and (3) any amount of money the unitholder borrows to acquire or hold its units, if the lender of those borrowed funds owns an interest in us, is related to another unitholder or can look only to the units for repayment. A unitholder subject to the at risk limitation must recapture losses deducted in previous years to the extent that distributions (including distributions deemed to result from a reduction in a unitholder'sunitholder’s share of nonrecourse liabilities) cause the unitholder'sunitholder’s at risk amount to be less than zero at the end of any taxable year.unitholder'sunitholder’s adjusted tax basis or at risk amount, whichever is the limiting factor, is subsequently increased. Upon a taxable disposition of units, any gain recognized by a unitholder can be offset by losses that were previously suspended by the at risk limitation but not losses suspended by the basis limitation. Any loss previously suspended by the at risk limitation in excess of that gain can no longer be used, and will not be available to offset a unitholder'sunitholder’s salary or active business income.a passive activity loss limitation limitslimitations limit the deductibility of losses incurred by individuals, estates, trusts, some closely-held corporations and personal service corporations from "passive activities" (such as,“passive activities” (generally, trade or business activities in which the taxpayer does not materially participate). The passive loss limitations are applied separately with respect to each publicly traded partnership. Consequently, any passive losses we generate will be available to offset only passive income generated by us. For this purpose, any income from a guaranteed payment for the use of capital generally will not be treated as passive income. As a result, holders of certain of our preferred units treated as receiving guaranteed payment for the use of capital generally may not be able to offset that income with losses or deductions allocated to our common units. Passive losses that exceed a unitholder'sunitholder’s share of the passive income we generate may be deducted in full when a unitholder disposes of all of its units in a fully taxable transaction with an unrelated party. The passive activity loss rules are applied after other applicable limitations on deductions, including the at risk and basis limitations. Thetaxpayer's "investmenttaxpayer’s “investment interest expense"expense” is generally limited to the amount of that taxpayer's "nettaxpayer’s “net investment income."” Investment interest expense includes:••unitholder'sunitholder’s investment interest expense will take into account interest on any margin account borrowing or other loan incurred to purchase or carry a unit. Net investment income includes gross income from property held for investment and amounts treated as portfolio income under the passive loss rules, less deductible expenses, other than interest, directly connected with the production of investment income. Net investment income does not include qualified dividend income (if applicable) or gains attributable to the disposition of property held for investment. A unitholder'sunitholder’s share of a publicly traded partnership'spublicly-traded partnership’s portfolio income and, according to the IRS, net passive income will be treated as investment income for purposes of the investment interest expense limitation."—“— Administrative Matters—Matters — Information Returns and Audit Procedures."” Each unitholder is urged to consult its tax advisor to determine the consequences to them of any tax payment we make on its behalf."Book-Tax Disparity"“Book-Tax Disparity”). As a result, the federal income tax burden associated with any Book-Tax Disparity immediately prior to an offering will be borne by our partners holding interests in us prior to such offering. In addition, items of recapture income will be specially allocated to the extent possible (subject to the limitations describedunitholder'sunitholder’s share of an item of income, gain, loss or deduction only if the allocation has "substantial“substantial economic effect."” In any other case, a unitholder'sunitholder’s share of an item will be determined on the basis of the unitholder'sunitholder’s interest in us, which will be determined by taking into account all the facts and circumstances, including (i) the unitholder'sunitholder’s relative contributions to us, (ii) the interests of all the"short seller"“short seller” to cover a short sale of units) may be treated as having disposed of those units. If so, such unitholder would no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss as a result of such deemed disposition. As a result, during this period (i) any of our income, gain, loss or deduction allocated to those units would not be reportable by the lending unitholder, and (ii) any cash distributions received by the lending unitholder as to those units may be treated as ordinary taxable income."—“— Disposition of Units—Units — Recognition of Gain or Loss."39.6%37% and 20%, respectively. These rates are subject to change by new legislation at any time.unitholder'sunitholder’s allocable share of our income and gain realized by a unitholder from a sale of units.units (without taking into account the 20% deduction discussed below). In the case of an individual, the tax will be imposed on the lesser of (i) the unitholder'sunitholder’s net investment income from all investments, or (ii) the amount by which the unitholder'sunitholder’s modified adjusted gross income exceeds $250,000 (if the unitholder is married and filing jointly or a surviving spouse), $125,000 (if the unitholder is married and filing separately) or $200,000 (if the unitholder is unmarried or in any other case). In the case of an estate or trust, the tax will be imposed on the lesser of (i) undistributed net investment income, or (ii) the excess adjusted gross income over the dollar amount at which the highest income tax bracket applicable to an estate or trust begins.basesbasis in each of our assets as to specific purchasers of our units under Section 743(b) of the Code to reflect the unit purchase price upon subsequent purchases of units.units and to adjust the tax basis in each of our assets under Section 734(b) of the Code in the event of our repurchase of common units in the open market. That election is irrevocable without the consent of the IRS. The Section 743(b) adjustment separately applies to a unitholder who purchases units from another unitholder based upon the values and adjusted tax basis of each of our assets at the time of the relevant purchase, and the adjustment will reflect the purchase price paid. The Section 743(b) adjustment does not apply to a person who purchases units directly from us. For purposes of this discussion, a unitholder'sunitholder’s basis in our assets will be considered to have two components: (1) its share of the tax basis in our assets as to all unitholders and (2) its Section 743(b) adjustment to that tax basis (which may be positive or negative)."—Disposition of Units—“— Uniformity of Units."adjustmentor Section 734(b) adjustments to preserve the uniformity of units due to the lack of controlling authority. Because a unitholder'sunitholder’s adjusted tax basis for its units is reduced by its share of our items of deduction or loss, any position we take that understates deductions will overstate a unitholder'sunitholder’s basis in its units, and may cause the unitholder to understate gain or overstate loss on any sale of such units. Please read "—“— Disposition of Units—Units — Recognition of Gain or Loss."” If a challenge to such treatment were sustained, the gain from the sale of units may be increased without the benefit of additional deductions.adjustmentor Section 734(b) adjustments we allocated to our depreciable assets subject to depreciation to goodwill or nondepreciable assets. Goodwill, as an intangible asset, is generally amortizable over a longer period of time or under a less accelerated method than certain of our tangible assets. We cannot assure any unitholder"—“— Disposition of Units—Units — Allocations Between Transferors and Transferees." and deductions previously taken, may be subject to the recapture rules and taxed as ordinary income rather than capital gain. Similarly, a unitholder who has taken cost recovery or depreciation deductions with respect to property we own will likely be required to recapture some or all of those deductions as ordinary income upon a sale of its interest in us. Please read "—“— Tax Consequences of Unit Ownership—Ownership — Allocation of Income, Gain, Loss and Deduction"Deduction” and "—“— Disposition of Units—Units — Recognition of Gain or Loss."”"syndication expenses"“syndication expenses”) must be capitalized and cannot be deducted currently, ratably or upon our termination. While there are uncertainties regarding the classification of certain costs as organization expenses, which may be amortized by us, and as syndication expenses, which may not be amortized by us, the underwriting discounts and commissions we incur will be treated as syndication expenses. Please read "—“— Disposition of Units—Units — Recognition of Gain or Loss."unitholder'sunitholder’s amount realized and the adjusted tax basis in the unit sold.sold (taking into account any basis adjustments attributable to previously disallowed interest deductions). A unitholder'sunitholder’s amount realized generally will equal the sum of the cash and the fair market value of other property it receives plus its share of our nonrecourse liabilities with respect to the unit sold or exchanged. Because the amount realized includes a unitholder'sunitholder’s share of our nonrecourse liabilities, the gain recognized on the sale or exchange of a unit could result in a tax liability in excess of any cash received from thesuch sale or exchange."inventory“inventory items,"” regardless of whether such inventory item ishas substantially appreciated in value. Ordinary income attributable to Section 751 Assets may exceed net taxable gain realized on the sale or exchange of a unit and may be recognized even if there is a net taxable loss realized on the sale or exchange of a unit. Thus, a unitholder may recognize both ordinary income and capital gain or loss upon a sale or exchange of a unit. Net capital loss may offset capital gains and, in the case of individuals, up to $3,000 of ordinary income per year.unitholder'sunitholder’s adjusted tax basis will be adjusted by its allocable share of our income or loss in respect of its unit for the year of the sale. Furthermore, as described above, the IRS has ruled that a partner who acquires interests in a partnership in separate transactions must combine those interests and maintain a single adjusted tax basis for all those interests. Upon a sale or other disposition of less than all of those interests, a portion of that tax basis must be allocated to the interests sold using an "equitable apportionment"“equitable apportionment” method, which generally means that the tax basis allocated to the interest sold equals an amount that bears the same relation to the partner'spartner’s tax basis in its entire interest in the partnership as the value of the interest sold bears to the value of the partner'spartner’s entire interest in the partnership."appreciated"“appreciated” financial position, including a partnership interest with respect to which gain would be recognized if it were sold, assigned or terminated at its fair market value, in the event the taxpayer or a related person enters into:••"—“— Tax Consequences of Unit Ownership—Ownership — Treatment of Securities Loans.""Allocation Date"“Allocation Date”). Nevertheless, we allocate certain deductions for depreciation of capital additions based upon the date the underlying property is placed in service, and gain or loss realized on a sale or other disposition of our assets or, in the discretion of the general partner, any other extraordinary item of income, gain, loss or deduction will be allocated among the unitholders on the Allocation Date in the month in which such income, gain, loss or deduction is recognized. As a result, a unitholder transferring units may be allocated income, gain, loss and deduction realized after the date of transfer.thatthe transaction and to furnish specified information to the transferor and transferee. Failure to notify us of a transfer of units may, in some cases, lead to the imposition of penalties. However, these reporting requirements do not apply to a sale by an individual who is a citizen of the United States and who effects the sale or exchange through a broker who will satisfy such requirements.Technical Termination We will be considered to have technically terminated our partnership for federal income tax purposes upon the sale or exchange of 50% or more of the total interests in our capital and profits within a twelve-month period. For purposes of measuring whether the 50% threshold is reached, multiple sales of the same unit are counted only once. A technical termination results in the closing of our taxable year for all unitholders. In the case of a unitholder reporting on a taxable year other than the calendar year, the closing of our taxable year may result in more than twelve months of our taxable income or loss being includable in such unitholder's taxable income for the year of termination. A technical termination occurring on a date other than December 31 would require that we file two tax returns for one fiscal year, thereby increasing our administration and tax preparation costs. However, pursuant to an IRS relief procedure, the IRS may allow a technically terminated partnership to provide a single Schedule K-1 for the calendar year in which a termination occurs. Following a technical termination, we would be required to make new tax elections, including a new election under Section 754 of the Code, and the termination would result in a deferral of our deductions for depreciation and thus may increase the taxable income allocable to our unitholders. A technical termination could also result in penalties if we were unable to determine that the technical termination had occurred. Moreover, a technical termination may either accelerate the application of, or subject us to, any tax legislation enacted before the technical termination that would not otherwise have been applied to us as a continuing partnership as opposed to a terminating partnership."—“— Tax Consequences of Unit Ownership—Ownership — Section 754 Election."unitholder'sunitholder’s adjusted tax basis in units is reduced by its share of our deductions (whether or not such deductions were claimed on an individual income tax return) so that any position that we take thatunitholder'sunitholder’s basis in its units, and may cause the unitholder to understate gain or overstate loss on any sale of such units. Please read "—“— Disposition of Units—Units — Recognition of Gain or Loss"Loss” and "—“— Tax Consequences of Unit Ownership—Ownership — Section 754 Election"Election” above. The IRS may challenge one or more of any positions we take to preserve the uniformity of our units. If such a challenge were sustained, the uniformity of units might be affected, and,theany sale of our units might be increased without the benefit of additional deductions."Non-U.S. Unitholders"“Non-U.S. Unitholders”) raises issues unique to those investors and, as described below, may have substantiallysubstantial adverse tax consequences to them. Each prospective unitholder that is a tax-exempt entity or a Non-U.S. Unitholder should consult its tax advisors before investing in our units.("(“effectively connected income"income”) and on certain types of U.S.-source non-effectively connected income (such as dividends), unless exempted or further limited by an income tax treaty. Each Non-U.S. Unitholder will be considered to be engaged in business in the United States because of its ownership of our units. Furthermore, it is probable that Non-U.S. Unitholders will be deemed to conduct such activities through a permanent establishment in the United States within the meaning of anyan applicable tax treaty. Consequently, each Non-U.S. Unitholder will be required to file federal tax returns to report its share of our income, gain, loss or deduction and pay federal income tax on its share of our net income or gain. Moreover, under rules applicable to publicly tradedpublicly-traded partnerships, distributions to Non-U.S. Unitholders are subject to withholding at the highest applicable effective tax rate. Each Non-U.S. Unitholder must obtain a taxpayer identification number from the IRS and submit that number to our transfer agent on a Form W-8BEN or W-8BEN-E (or other applicable or successor form) in order to obtain credit for these withholding taxes.corporation's "U.S.corporation’s “U.S. net equity"equity” to the extent reflected in the corporation'scorporation’s earnings and profits. That tax may be reduced or eliminated by an income tax treaty between the United States and the country in which the foreign corporate unitholder is a "qualified“qualified resident."” In addition, this type of unitholder is subject to special information reporting requirements under Section 6038C of the Code.Under a ruling published by the IRS interpreting the scope of "effectively connected income," gainGain realized by a Non-U.S. Unitholder from the sale of its interest in a partnership that is engaged in a trade or business in the United States will be considered to be "effectively connected"“effectively connected” with a U.S. trade or business to the extent that gain that would be recognized upon a sale by the partnership of all of its assets would be “effectively connected” with a U.S. trade or business. Although one court that recently reviewed the IRS position rejected it as unpersuasive, part or allThus, a substantial portion of a Non-U.S. Unitholder'sUnitholder’s gain from the sale or other disposition ofmaywould be treated as effectively connected with a unitholder'sunitholder’s indirect U.S. trade or business constituted by its investment in us. Moreover,us and would be subject to federal income tax. As a result of the effectively connected income rules described above, the exclusion from U.S. taxation under the Foreign Investment in Real Property Tax Act as long as ourfor gain from the sale of partnership units continue to be regularly traded on an established securities market will not prevent a Non-U.S. Unitholder generally will only be subject to federal income tax upon the sale or disposition of a unit if at any time during the shorter of the five-year period ending on the date of the disposition or the Non-U.S. Unitholder's holding period for the unit (i) such Non-U.S. Unitholder owned (directly or indirectly constructively applying certain attribution rules) more than 5% of our units and (ii) 50% or more of the fair marketvalue of our real property interests and other assets used or held for use in a trade or business consisted of U.S. real property interests (which include U.S. real estate, including land, improvements, and associated personal property, and interests in certain entities holding U.S. real estate). If our units were not considered to be regularly traded on an established securities market, such Non-U.S. Unitholder (regardless of the percentage of units owned) would be subject to U.S. federal income tax on a taxable disposition of our units, and a 15% withholding tax would apply to the gross proceeds from such disposition (as described in the preceding paragraph). More than 50% of our assets may consist of U.S. real property interests. Therefore, each Non-U.S. Unitholder may bebeing subject to federal income tax on gain from the sale or disposition of its units to the extent such gain is effectively connected with a U.S. trade or business. We expect a substantial portion of the gain from the sale or disposition of our units to be treated as effectively connected with a U.S. trade or business.unitholder'sunitholder’s share of income, gain, loss and deduction. We cannot assure our unitholders that those positions will yield a result that conforms to all of the requirements of the Code, Treasury Regulations or administrative interpretations of the IRS.theour units. Adjustments resulting from an IRS audit may require each unitholder to adjust a prior year'syear’s tax liability, and may result in an audit of the unitholder'sunitholder’s own return. Any audit of a unitholder'sunitholder’s return could result in adjustments unrelated to our returns. Publicly tradeditstheir owners for purposes of federal income tax audits, judicial review of administrative adjustments by the IRS and tax settlement proceedings. The tax treatment of partnership items of income, gain, loss and deduction are determined in a partnership proceeding rather than in separate proceedings for each of the partners. The Code requires that one partner be designated as the "Tax Matters Partner" for these purposes, and our partnership agreement designates our general partner. The Tax Matters Partner can extend the statute of limitations for assessment of tax deficiencies against unitholders for items in our returns. The Tax Matters Partner may bind a unitholder with less than a 1% profits interest in us to a settlement with the IRS unless that unitholder elects, by filing a statement with the IRS, not to give that authority to the Tax Matters Partner. The Tax Matters Partner may seek judicial review, by which all the unitholders are bound, of a final partnership administrative adjustment and, if the Tax Matters Partner fails to seek judicial review, judicial review may be sought by any unitholder having at least a 1% interest in profits or by any group of unitholders having in the aggregate at least a 5% interest in profits. However, only one action for judicial review may go forward, and each unitholder with an interest in the outcome may participate in that action. A unitholder must file a statement with the IRS identifying the treatment of any item on its federal income tax return that is not consistent with the treatment of the item on our return. Intentional or negligent disregard of this consistency requirement may subject a unitholder to substantial penalties. (the "Bipartisan Budget Act"), for taxable years beginning after December 31, 2017, if the IRS makes audit adjustments to our income tax returns, it may assess and collect any taxes (including any applicable penalties and interest) resulting from suchWith respect to audit adjustments as to an entity in whichIf we are a memberunable or partner, the Joint Committee of Taxation has stated that we wouldif it is not be ableeconomical to have our general partner, unitholders and our unitholders take such audit adjustment into account. If we are unable to have our general partner and ourformer unitholders take such audit adjustment into account in accordance with their interests in us during the taxable year under audit, then our then current unitholders may bear some or all of the tax liability resulting from such audit adjustment, even if such unitholders did not own our units during the taxable year under audit. If, as a result of any such audit adjustment, we are required to make payments of taxes, penalties andor interest, our cash available for distribution to our unitholders might be substantially reduced. These rules are not applicable for taxable years beginning on or prior to December 31, 2017. Congress has proposed changes to the Bipartisan Budget Act, and we anticipate that amendments may be made. Accordingly, the manner in which these rules may apply to us in the future is uncertain.("(“Partnership Representative"Representative”). The Partnership Representative will have the sole authority to act on our behalf for purposes of, among other things, federal income tax audits and judicial review of administrative adjustments by the IRS. If we do not make such a designation, the IRS can select any person as the Partnership Representative. We currently anticipate that we will designate our general partner as the Partnership Representative. Further, any actions taken by us or by the Partnership Representative on our behalf with respect to, among other things, federal income tax audits and judicial review of administrative adjustments by the IRS, will be binding on us and all of theour unitholders."foreign“foreign financial institutions" (asinstitutions” (as specially defined in the Code) and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on withholdable payments, including interest, dividends and other fixed or determinable annual or periodicalperiodic gains, profits and income from sources within the United States ("(“FDAP Income"), or gross proceeds from the sale or other disposition of any property of a type which can produce interest or dividends from sources within the United States ("Gross Proceeds"Income”) paid to a foreign financial institution or to a "non-financial“non-financial foreign entity" (asentity” (as specially defined in the Code), unless (i) the foreign financial institution undertakes certain diligence and reporting, (ii) the non-financial foreign entity either certifies it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner or (iii) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. While withholdable payments would have originally included payments of gross proceeds from the sale or other disposition of any property of a type which could produce interest or dividends from sources within the United States (“Gross Proceeds”) on or after January 1, 2019, proposed Treasury Regulations provide that such payments of Gross Proceeds do not constitute withholdable payments. Taxpayers may rely generally on these proposed Treasury Regulations until they are revoked or final Treasury Regulations are issued. These rules generally apply to payments of FDAP Income currently and generally will apply to payments of relevant Gross Proceeds made on or after January 1, 2019. Thus, toTo the extent we have FDAP Income or we have Gross Proceeds on or after January 1, 2019 that areis not treated as effectively connected with a U.S. trade or business (please read "—“— Tax-Exempt Organizations and Other Investors"Investors”), a unitholder whothat is a foreign financial institution or certain other non-U.S. entity, or a person that holdholds its units through such foreign entities, may be subject to withholding on distributions they receive from us, or its distributive share of our income, pursuant to the rules described above.(1)(2)(a)(b)wholly ownedwholly-owned agency or instrumentality of either of the foregoing; or(c)(3)(4)of $260 per failure, up towith a significant maximum of $3,218,500penalty per calendar year, is imposed by the Code for failure to report that information to us. The nominee is required to supply the beneficial owner of theour units with the information furnished to us.itsthe potential impact of such taxes on its investment in us.jurisdiction'sjurisdiction’s filing and payment requirement. Further, a unitholder may be subject to penalties for a failure to comply with any filing or payment requirement applicable to such unitholder. Some of the jurisdictions may require us, or we may elect, to withhold a percentage of income from amounts to be distributed to a unitholder who is not a resident of the jurisdiction. Withholding, the amount of which may be greater or less than a particular unitholder'sunitholder’s income tax liability to the jurisdiction, generally does not relieve a nonresident unitholder from the obligation to file an income tax return.Contentsthese plans are subject to the fiduciary responsibility and prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and restrictions imposed by Section 4975 of the Code and provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, “Similar Laws”). For these purposes, the term “employee benefit plan” includes, but is not limited to, qualified pension, profit-sharing and stock bonus plans, Keogh plans, simplified employee pension plans and tax deferred annuities or IRAs established or maintained by an employer or employee organization.69,696,542(i) 1,385,048 common units issuable upon the conversion of 69,696,542 1,385,048 Series A Convertible Preferred Units representing limited partner interests in us (“Series A preferred units byunits” and, such holders, the selling unitholders. Such“preferred holders”) into common units will be issued to each selling unitholder upon such holder's exercise of its right to convert (the "Conversion Right") its Series A preferred unitsgenerally on a one-for-one basis subject to customary anti-dilution adjustments, at any time after January 28, 2018 (or prior to a liquidation)(the “Preferred Conversion Right”), in whole or in part, subject(ii) 792,074 common units held by AAP, and (iii) 1,186,355 common units by certain current and former members of management (together with the preferred holders and AAP, the “selling unitholders”). The common units held by AAP are distributable to certain limitations. holders of earned Class B units (“management holders”) representing limited partner interests in AAP (“AAP Class B units”). Upon vesting, such AAP Class B units are convertible into Class A units representing limited partner interests in AAP (“AAP Class A units”) and, following such conversion, the management holders may cause AAP to redeem any and all of such AAP Class A units in exchange for the distribution by AAP of an equivalent number of common units (the “AAP Redemption Right”).selling unitholders on January 28, 2016 through a private placement of 61,030,127 Series A preferred units and through subsequentholders in February 2018 in connection with the quarterly distributionsdistribution of additional Series A preferred units thereafter by us in lieu of cash. Any issuancecash in respect of the quarter ended December 31, 2017. The resale of 69,696,542 common units to the selling unitholders in connection with exercise of the Conversion Right will be, and each issuance of theunderlying Series A preferred units issued prior to December 31, 2017 was previously registered in a separate registration statement dated December 7, 2017 (File No. 333-221845)."Securities Act"“Securities Act”). We are registering the offering by the selling unitholderspreferred holders of the common units described belowherein pursuant to the provisions of the Registration Rights Agreement dated January 28, 2016 between us and the purchasers named on Schedule A thereto.November 28, 2017September 30, 2022 based on information supplied to us by the selling unitholders on or prior to that date. We have not sought to verify such information. Information concerning the selling unitholders may change over time and selling unitholders may be added; if necessary, we will supplement this prospectus accordingly. Except as set forth below,Unless otherwise noted, none of the selling unitholders is a broker-dealer registered under Section 15 of the Exchange Act or an affiliate of a broker-dealer registered under Section 15 of the Exchange Act. The selling unitholders may hold or acquire at any time common units in addition to those offered by this prospectus and may have69,696,542outstanding Series A preferred units have been exchanged pursuantconverted to the Conversion Right on a one-for-one basis into common units and such common units are held by the selling unitholders.Selling Unitholders
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Beneficially
Owned After
Offering Plains AAP, L.P. 241,508,935 31.4% 792,074 240,716,861 31.3% Preferred holders 20,376,259 2.6% 399,534 19,976,725 2.6% 12,678,560 1.6% 248,599 12,429,961 1.6% 12,678,560 1.6% 248,599 12,429,961 1.6% 12,678,560 1.6% 248,599 12,429,961 1.6% 4,511,601 * 88,462 4,423,139 * 1,827,677 * 35,837 1,791,840 * 4,528,054 * 88,785 4,439,269 * 679,200 * 13,317 665,883 * 388,800 * 7,623 381,177 * 199,229 * 3,906 195,323 * 27,166 * 532 26,634 * 64,001 * 1,255 62,746 * Executive Officers 722,653 * 414,607 308,046 * 229,888 * 138,204 91,684 *
and their Associates as a Group(15) 1,549,407 * 633,544 915,863 * Common
Units
Beneficially
Owned Prior
to the Offering Percentage of
Common
Units
Beneficially
Owned Prior
to the Offering Common
Units Offered
Hereby Common
Units to be
Beneficially
Owned After
Offering Percentage of
Common
Units to be
Beneficially
Owned After
Offering 19,976,725 2.5 % 19,976,725 — — 12,429,961 1.6 % 12,429,961 — — 12,429,961 1.6 % 12,429,961 — — 12,429,961 1.6 % 12,429,961 — — 6,214,979 * 6,214,979 — — 4,439,269 * 4,439,269 — — 1,398,787 (4) * 554,905 (4) 843,882 * 1,119,211 (5) * 443,923 (5) 675,288 * 443,923 * 443,923 — — 356,773 (6) * 195,323 (6) 161,450 * 110,978 * 110,978 — — 76,421 (7) * 26,634 (7) 49,787 *
**(1)selling unitholder.manager of EMG PAA, which is a registered investment adviser. Mr. Raymond also serves on the board of directors of PAGP GP asGP. The address of EMG PAA is 2229 San Felipe St., Suite 1300, Houston, Texas 77019.designee of an affiliaterecord holder of the selling unitholder.listed securities. EnCap Fund X is managed by EnCap Equity Fund X GP, L.P., a Texas limited partnership (“EnCap Fund X GP”) and its general partner, which in turn is managed by EnCap Investments L.P., a Delaware limited partnership (“EnCap Investments”) and the general partner of EnCap Fund X GP, which in turn is managed by EnCap Investments GP, L.L.C., a Delaware limited liability company (“EnCap Investments GP”) and the general partner of EnCap Investments. EnCap(2)serves on the board of managersone of the controlling entitymanaging members of the selling unitholder. Mr. Petersen alsoEnCap Partners GP, serves on the board of directors of PAGP GP. The address of EnCap Energy Capital is 9651 Katy Freeway, Suite 600, Houston, Texas 77024.the selling unitholderKA MLP Fund have advised us that the selling unitholderKA MLP Fund is an affiliate of a U.S. registered broker-dealer; however the selling unitholderKA MLP Fund acquired the common units in the ordinary course of business and, at the time of acquisition, had no agreements or understandings, directly or indirectly, with any party to distribute the common units held by the selling unitholder. Kayne Anderson Capital Advisors, L.P. ("KACALP") serves as the investment manager of the selling unitholder. Robert Sinnott is the co-chair of KACALP. In addition, Mr. Sinnott servesKA MLP Fund. Further, KACALP previously held a right to designate an individual to serve on the board of directors of PAGP GP asGP; however, such right was eliminated effective August 19, 2021. The address of KA MLP Fund is 1800 Avenue of the designeeStars, 3rd Floor, Los Angeles, California 90067.selling unitholder.common units in the ordinary course of business and, at the time of acquisition, had no agreements or understandings, directly or indirectly, with any party to distribute the common units held by KAM Institutional Fund LP. KACALP serves as the investment manager of KAM Institutional Fund LP. Further, KACALP previously held a right to designate an individual to serve on the board of directors of PAGP GP; however, such right was eliminated effective August 19, 2021. The address of KAM Institutional Fund LP is 1800 Avenue of the Stars, 3rd Floor, Los Angeles, California 90067.(4)will receive 554,905 common units upon exerciseis the Executive Vice President, General Counsel and Secretary of GP LLC and PAGP GP.Conversion Right; 843,882 common units were previously owned.(5)The selling unitholder will receive 443,923 common units upon exercise of the Conversion Right; 675,288 common units were previously owned.(6)The selling unitholder will receive 195,323 common units upon exercise of the Conversion Right; 161,450 common units were previously owned.(7)The selling unitholder will receive 26,634 common units upon exercise of the Conversion Right; 49,787 common units were previously owned. In the event a prospectus supplement is used to reflect the sale of common units hereunder, it will set forth, with respect to the selling unitholders:•the nameunits. All of the selling unitholders;•the natureunitholders in this group are current or former officers or employees of the position, office or other material relationship which the selling unitholders will have had within the prior three years with us or any of our affiliates;•the number of common units owned by the selling unitholders prior to the offering;•the amount of common units to be offered for the selling unitholders' account; and•the amount and (if one percent or more) the percentage of common units to be owned by the selling unitholders after the completion of the offering. All expenses incurred with the registration of the common units owned by the selling unitholders will be borne by us."selling unitholders"“selling unitholders” includes partners, pledgees, donees (including charitable organizations), transferees or other successors-in-interest selling common units received from any selling unitholder identified in this prospectus after the date of this prospectus.•time:time;••the NYSE;NASDAQ;•• or•directly.•••the NYSENASDAQ may be engaged to act as the agent of the selling unitholders in the sale of common units.unitholder'sunitholder’s sale of its common units; these expenses will be paid by the selling unitholders.whichthat stabilize or maintain the market price of the common units at levels above those that might otherwise prevail in the open market. Specifically, underwriters, brokers or dealers may overallotover-allot in connection with offerings, creating a short position in the common units for their own accounts. For the purpose of covering a syndicate short position or stabilizing the price of the common units, the underwriters, brokers or dealers may place bids for the common units or effect purchases of the common units in the open market. Finally, the underwriters may impose a penalty whereby selling concessions allowed to syndicate members or other brokers or dealers for distribution of the common units in offerings may be reclaimed by the syndicate if the syndicate repurchases the previously distributed common units in transactions to cover short positions, in stabilization transactions or otherwise. These activities may stabilize, maintain or otherwise affect the market price of the common units, which may be higher than the price that might otherwise prevail in the open market, and, if commenced, may be discontinued at any time.EXPERTSmanagement'smanagement’s assessment of the effectiveness of internal control over financial reporting (which is included in Management'sManagement’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 20162021 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. SEC registration fee $ 3,840 Legal fees and expenses 50,000 Accounting fees and expenses 25,000 Printing expenses 10,000 Miscellaneous 6,160 Total $ 95,000 $ 161,830 100,000 10,000 20,000 $ 291,830 OfficersDirectors and Members of Our Board of Directors
Officers."Indemnitee"“Indemnitee”), to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including, without limitation, legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as any of the foregoing; provided that in each case the Indemnitee acted in good faith and in a manner that such Indemnitee reasonably believed to be in or not opposed to the best interests of Plains All American Pipeline, L.P. and, with respect to any criminal proceeding, had no reasonable cause to believe his, her or its conduct was unlawful. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to any Indemnitee pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is therefore unenforceable.'s’s activities, regardless of whether Plains All American Pipeline, L.P. would have the power to indemnify such person against such liabilities under the provisions described above.II-1("(“Existing Owner") or any owner of a direct or indirect 10% ownership interest in Plains AAP, L.P.'s Class A units ("Qualifying Interest Holder"Owner”), (b) any Personperson who is or was an affiliate of PAA GP Holdings LLC or any Existing Owner, or any Qualifying Interest Holder, (c) any person who is or was a managing member, manager, general partner, shareholder, director, officer, fiduciary,Qualifying Interest Holder or any affiliate thereof, (d) any Personperson who is or was serving at the request of PAA GP Holdings LLC, any Existing Owner or any Qualifying Interest Holder or any affiliate of thereof as a member, manager, partner, director, officer, fiduciary, agent or trustee of another person in furtherance of the business or affairs of PAA GP Holdings LLC or its subsidiaries (provided, (provided, that a person shall not be indemnified by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services), and (e) any person the board of directors of PAA GP Holdings LLC designates an indemnitee (collectively, the "Indemnitees"“Indemnitees”), from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including reasonable attorneys'attorneys’ fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which such person may be involved, or threatened to be involved, as a party or otherwise, by reason of his, her or its status as an Indemnitee, regardless of whether an Indemnitee continues to be an Indemnitee at the time any such liability or expense is paid or incurred, if such Indemnitee acted in good faith and in a manner he, she or it reasonablysubjectively believed to be in, or not opposed to, the interests of PAA GP Holdings LLC and with respect to any criminal proceeding, had no reason to believe his, her or its conduct was unlawful. Expenses incurred by an Indemnitee in defending any such claim, demand, action, suit or proceeding will, from time to time, be advanced by PAA GP Holdings LLC prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by PAA GP Holdings LLC of an undertaking by or on behalf of the Indemnitee to repay such amounts if it is ultimately determined that the Indemnitee is not entitled to be indemnified. PAA GP Holdings LLC is authorized to purchase and maintain directors and officers insurance on behalf of the members ofor similar coverage for its directors and officers in such amounts and with such deductibles or self-insured retentions as determined by its Board of Directors, its officers and such other persons as the Board of Directors may determine, against any liability that may be asserted against or expense that may be incurred by such person in connection with the activities of PAA GP Holdings LLC.Exhibits and Financial Statement Schedules
Exhibits. 1.1** 1.1+— Form of Underwriting Agreement
4.1
—
—
5.1*4.2
—
—
4.3 — 5.1* —
8.1*
—
—
23.1*
—
—
23.2*
—
—
Consent of Vinson & Elkins L.L.P. (contained in Exhibits 5.1 and 8.1)8.1)
24.1*
—
—
107* — +"Calculation“Calculation of Registration Fee"Fee” table in the effective registration statement; the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.II-3's’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan'splan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.II-4Contentsdetermining any liability under the Securities Act:November 30, 2017.October 3, 2022.Name: PLAINS ALL AMERICAN PIPELINE, L.P.By:PAA GP LLC, its general partnerBy:Plains AAP, L.P., its sole memberBy:Plains All American GP LLC, its general partnerBy:Plains GP Holdings, L.P., its sole memberBy:PAA GP Holdings LLC, its general partnerBy:/s/ GREG L. ARMSTRONGName:Greg L. ArmstrongTitle:Chairman of the Board and Chief Executive Officer Name Title Date GREG L. ARMSTRONGGreg L. ArmstrongWILLIE C. CHIANG (Principal
(Principal Executive Officer) November 30, 2017II-5 October 3, 2022 President Chief Operating Officer and Director November 30, 2017October 3, 2022 Name Title Date /s/ WILLIE C. CHIANGWillie C. ChiangExecutive Vice President, Chief Operating Officer (U.S.) and DirectorNovember 30, 2017
(Principal
(Principal Financial Officer)
November 30, 2017October 3, 2022
President—AccountingPresident, Finance and Chief Accounting Officer (Principal
(Principal Accounting Officer)
November 30, 2017October 3, 2022
OSCAR K. BROWNOscar K. BrownGREG L. ARMSTRONG
Director
DirectorNovember 30, 2017 October 3, 2022
Director
DirectorNovember 30, 2017 October 3, 2022 /s/ EVERARDO GOYANESEverardo GoyanesDirector
November 30, 2017Director
Director October 3, 2022
Director
DirectorNovember 30, 2017 October 3, 2022
Director October 3, 2022
Director
DirectorNovember 30, 2017 October 3, 2022
Director
DirectorNovember 30, 2017 October 3, 2022 /s/ ROBERT V. SINNOTTRobert V. SinnottDirectorNovember 30, 2017/s/ J. TAFT SYMONDSJ. Taft SymondsDirectorNovember 30, 2017
Director
DirectorNovember 30, 2017 October 3, 2022 Director October 3, 2022