Item 8.01. Other Events.
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.
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