PAA Plains All American Pipeline

Settlement of Derivative Lawsuit Related to Line 901 Release

As previously disclosed, in May 2015, Plains All American Pipeline, L.P. (“Plains” or the “Registrant”) experienced an accidental release of crude oil from its Las Flores to Gaviota Pipeline (Line 901) in Santa Barbara County, California (the “Line 901 Release”). Following the Line 901 Release, in January 2017, a unitholder derivative lawsuit (the “Lawsuit”) was filed in Delaware Chancery Court (the “Court”) by Inter-Marketing Group USA, Inc. (“Plaintiff”) on behalf of Plains against its general partner PAA GP LLC (the “General Partner”), certain directors and officers of the General Partner and certain related entities (collectively, the “Defendants”). The Court dismissed all of the Plaintiff’s claims against the various Defendants with the exception of a breach of contract claim against the General Partner, wherein the Plaintiff alleged that the General Partner failed to exercise proper oversight over Plains’ pipeline integrity efforts.

The General Partner believes that it has substantial defenses to the remaining claim alleged against it in the Lawsuit, has denied and continues to deny all allegations of wrongdoing and liability, as well as the existence of or responsibility for any damages asserted in the Lawsuit. The General Partner also denies that it has committed or aided and abetted in the commission of any violation of law or breaches of duty and the General Partner maintains that it has diligently and scrupulously complied with its contractual and other legal duties. Nevertheless, the General Partner has concluded that further litigation in connection with the Lawsuit would be time-consuming and expensive.

As a result, after negotiations regarding a potential settlement, and solely to eliminate the risk, burden, and expense of further litigation, on April 27, 2022, the parties entered into a Stipulation and Agreement of Settlement, Compromise, and Release (the “Settlement Agreement”) to settle the Lawsuit. The Settlement Agreement does not provide that the General Partner engaged in any alleged misconduct or wrongdoing and does not contemplate the General Partner paying any monetary consideration; however, in exchange for Plaintiff’s agreement to dismiss the Lawsuit with prejudice and customary releases, the Settlement Agreement commits the General Partner to comply with various covenants regarding the implementation or continuation of certain Board oversight practices with respect to pipeline integrity (the “Corporate Governance Measures”), all of which are consistent with the General Partner’s longstanding commitment to Plains’ pipeline safety and integrity management efforts.  

The Settlement Agreement remains subject to the Court’s final approval. The Court has scheduled a final approval hearing for July 8, 2022. Plaintiff’s counsel intends to apply to Court for an award of attorneys’ fees and expenses in the amount of approximately $2 million, which amount, if approved by the Court, the General Partner’s insurers have agreed to pay.

Copies of the Settlement Agreement and the Notice of Pendency of Derivative Action, Proposed Settlement of Derivative Action, Settlement Hearing, and Right to Appear (the “Notice”) are available under the Unitholder Services & Other Information portion of the Investor Relations section of our website at https://ir.paalp.com/settlement. Plains and the General Partner encourage unitholders to review these documents in full in order to make an informed decision regarding the settlement.