Form 424B7 - Prospectus [Rule 424(b)(7)]
07 Setembro 2023 - 6:12PM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(7)
Registration No. 333-267725
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 18, 2022)
3,363,477 Common Units
Representing Limited Partner Interests
This
prospectus supplement updates and amends certain information contained in the prospectus dated October 18, 2022 (the “Prospectus”),
covering the resale by selling unitholders of up to 3,363,477 ccommon units representing limited partner interests in us. This
prospectus supplement should be read in conjunction with the Prospectus and is not complete without, and may not be used or delivered
except in connection with, the Prospectus, including any additional amendments or supplements thereto.
Limited partnerships are inherently different
than corporations, and investing in our common units involves a high degree of risk. You should carefully consider the risks relating
to investing in our common units and each of the other risk factors described under “Risk Factors” on page 8 of the
Prospectus before you make an investment in our common units.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the common units or determined if this prospectus supplement is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is September 7,
2023.
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement is being filed to
amend and supplement the information that appears under the caption “Selling Unitholders” in the Prospectus. Capitalized
terms that are not defined in this prospectus supplement are defined in the Prospectus.
SELLING UNITHOLDERS
The holders of vested AAP Class B units
may convert such units into AAP Class A units, and, following such conversion, the holders of AAP Class A units may cause AAP
to redeem any or all of such AAP Class A units in exchange for the distribution by AAP of an equal number of our common units held
by AAP. We previously included in the Prospectus 388,839 common units owned of record by AAP that are distributable to holders of unvested
AAP Class B units upon (i) the vesting and conversion of such AAP Class B units into AAP Class A units, and (ii) the
subsequent exercise by such holders of their right to redeem the resulting AAP Class A units for such common units. We are amending
the table below to include the owners of recently vested and converted AAP Class B units and to include or update information with
respect to the interests of such owners and of AAP.
As of August 31, 2023, there were 700,992,512
common units outstanding.
Selling Unitholders | |
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 | |
Plains AAP, L.P. | |
| 240,899,508 | | |
| 34.4 | % | |
| 403,235 | | |
| 240,496,273 | | |
| 34.3 | % |
Willie Chiang(1) | |
| 946,130 | | |
| * | | |
| 353,489 | | |
| 592,641 | | |
| * | |
Jeremy Goebel(2) | |
| 349,573 | | |
| * | | |
| 35,350 | | |
| 314,223 | | |
| * | |
* Represents less than 1%.
(1) | This selling unitholder is the Chairman of the Board and Chief Executive
Officer of PAGP GP. |
(2) | Includes
common units held indirectly through a family limited partnership. This
selling unitholder is the Executive Vice President and Chief Commercial Officer of Plains. |
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