Partners' Capital and Distributions

6 Months Ended

Jun. 30, 2012

Partners' Capital and Distributions

Partners' Capital and Distributions

Note 9—Partners’ Capital and Distributions

PAA Distributions

The following table details the distributions paid during or pertaining to the first half of 2012, net of reductions to the general partner’s incentive distributions (in millions, except per unit amounts):

		Distributions Paid								Distributions
		Common		General Partner						per limited
Date Declared	Date Paid or To Be Paid	Units		Incentive		2%		Total		partner unit
July 9, 2012	August 14, 2012 (1)	$	174	$	69	$	4	$	247	$	1.0650
April 10, 2012	May 15, 2012	$	169	$	65	$	3	$	237	$	1.0450
January 10, 2012	February 14, 2012	$	159	$	63	$	3	$	225	$	1.0250

(1)Payable to unitholders of record at the close of business on August 3, 2012, for the period April 1, 2012 through June 30, 2012.

In order to enhance our distribution coverage ratio and liquidity following a significant acquisition, our general partner has, from time to time, agreed to reduce the amounts due to it as incentive distributions.  In connection with the BP NGL Acquisition, our general partner agreed to reduce the amount of its incentive distributions by $3.75 million per quarter through February 2014 and $2.5 million per quarter thereafter.  Through June 30, 2012, our general partner’s incentive distributions had been reduced by $3.75 million related to this acquisition. See Note 4 for further discussion of the BP NGL Acquisition.

PAA Equity Offerings

Continuous Offering Program. On May 9, 2012, we entered into an Equity Distribution Agreement (the “Agreement”) with a financial institution (“Manager”). Pursuant to the terms of the Agreement, we may from time to time, through Manager, as our sales agent, offer and sell common units representing limited partner interests having an aggregate offering price of up to $300 million. Sales of such common units will be made by means of ordinary brokers’ transactions on the NYSE at market prices, in block transactions or as otherwise agreed upon by Manager and us. Under the terms of the Agreement, we may also sell common units to Manager as principal for its own account at a price to be agreed upon at the time of the sale. For any such sales, we will enter into a separate terms agreement with Manager.

Through June 30, 2012, we sold an aggregate of 1,434,790 common units under the Agreement, generating proceeds of approximately $114 million, net of approximately $2 million of commissions to Manager. A portion of these units were issued and the associated proceeds received during early July 2012. The net proceeds from sales, including our general partner’s proportionate capital contribution, were used for general partnership purposes.

Other Equity Offerings. During the first six months of 2012, we completed an equity offering of our common units that was not associated with our Continuous Offering Program, as shown in the table below (in millions, except unit and per unit data):

						General
		Gross		Proceeds		Partner					Net
Date	Units Issued	Unit Price		from Sale		Contribution		Costs			Proceeds
March 2012 (1)	5,750,000	$	80.03	$	460	$	9	$	(14	)	$	455

(1)This offering of common units was an underwritten transaction that required us to pay a gross spread.  The net proceeds from this offering were used to fund a portion of the BP NGL Acquisition, to reduce outstanding borrowings under our credit facilities and for general partnership purposes.

LTIP Vesting

In connection with the settlement of vested LTIP awards, we issued 449,654 common units during the six months ended June 30, 2012, which resulted in an increase to partners’ capital of approximately $34 million.

Noncontrolling Interests in Subsidiaries

As of June 30, 2012, noncontrolling interests in subsidiaries consisted of the following: (i) an approximate 36 % interest in PNG and (ii) a 25% interest in SLC Pipeline LLC.

Modification of Conversion of PNG Subordinated Units

In February 2012, PNG modified the terms of the first three tranches of the PNG Series B subordinated units held by PAA. The Series B subordinated units do not participate in quarterly distributions. Instead, the Series B subordinated units convert into Series A subordinated units in five distinct tranches upon the achievement of defined benchmarks tied to the amount of capacity in service at Pine Prairie and increases in PNG’s quarterly distributions. Any Series B subordinated units that remain outstanding as of December 31, 2018 will automatically be cancelled. The February 2012 modification increased the quarterly distribution benchmark for Tranche 1, 2 and 3 from annualized levels of $1.44 per unit, $1.53 per unit and $1.63 per unit, respectively, to an annualized level of $1.71 per unit. The following table presents the operational and financial benchmarks, as modified, for conversion of the Series B subordinated units into Series A subordinated units for each tranche (units in millions):

	Series B Subordinated Units to Convert into Series A Subordinated Units	Working Gas Storage Capacity (Bcf)	Annualized Distribution Level (1)
Tranche 1	2.6	29.6	$	1.71
Tranche 2	2.8	35.6	$	1.71
Tranche 3	2.1	41.6	$	1.71
Tranche 4	3.0	48.0	$	1.71
Tranche 5	3.0	48.0	$	1.80

(1)For satisfaction of this benchmark, PNG must, for two consecutive quarters, (i) generate distributable cash flow sufficient to pay a quarterly distribution of at least the annualized distribution benchmark on the weighted average number of common units and Series A subordinated units and all of such Series B subordinated units outstanding during such quarter plus (ii) distribute available cash of at least the annualized distribution benchmark on all outstanding common units and Series A subordinated units and the corresponding distributions on PNG’s general partner’s 2% interest and the related distributions on the incentive distribution rights.  See Note 5 to our Consolidated Financial Statements included in Part IV of our 2011 Annual Report on Form 10-K for a complete discussion of our Series B subordinated units.

Noncontrolling Interests Rollforward

The following table reflects the changes in the noncontrolling interests in partners’ capital (in millions):

	Six Months Ended
	June 30,
	2012			2011
Beginning balance	$	524		$	231
Sale of noncontrolling interests in a subsidiary	—			306
Net income attributable to noncontrolling interests	15			10
Distributions to noncontrolling interests	(24		)	(16		)
Equity compensation expense	1			2
Other comprehensive income/(loss):
Reclassification adjustments	(7		)	—
Net deferred gain on cash flow hedges	1			—
Ending balance	$	510		$	533