Plains All American Pipeline, L.P. (NYSE:PAA) made a proposal to acquire the remaining 53.96% stake in PAA Natural Gas Storage, L.P. (NYSE: PNG) from a group of shareholders for $740 million in stock on August 27, 2013. Plains All American will issue a consideration of 0.435 common units of PAA for each issued and outstanding publicly held PNG common unit in a transaction. The transaction is subject to the negotiation and execution of a definitive agreement, approval of PAA's Board of Directors, approval by the Conflicts Committee and PNG's unitholders. A conflicts committee will be established by the Board of Directors of PNG and unitholders of PNG. The execution of definitive agreements is expected on or before September 27, 2013 and closing prior to the end of 2013.

Plains All American Pipeline, L.P. entered into a definitive agreement and plan of merger to acquire the remaining 53.96% stake in PAA Natural Gas Storage, L.P. from a group of shareholders for $760 million in stock on October 21, 2013. Under the terms, Plains All American will issue a consideration of 0.445 common units of PAA for each issued and outstanding publicly held PNG common unit in a transaction, plus cash in lieu of any fractional common units of PAA otherwise issuable in the transaction. In the event of termination of definitive agreement Plains All American and PAA Natural are liable to pay termination fee of $5 million. The transaction is approved by Conflicts Committee of the Board of Directors of the general partner of PNG and is still subject to approval by unitholders of PNG at a special meeting. The transaction is expected to close in the latter half of the fourth quarter of 2013. Evercore Group L.L.C. acted as financial advisor and fairness opinion provider to the Conflicts Committee of PNG for an advisory fee of $2.1 million. Willima J. Haubert and Srinivas Raju of Richards, Layton & Finger, P.A. acted as legal advisors to PAA Natural Gas Storage and Jeff Floyd, Alan Beck, Sarah Morgan, Will Burns, Lauren Anderson, John Lynch, Jim Meyer, Brian Bloom, Billy Vigdor and Larry Nettles of Vinson & Elkins LLP acted as legal advisor to Plains All American Pipeline in the transaction. Georgeson, Inc. acted as information agent to PNG for an advisory fee of $7,000.