PACIFIC ENERGY PARTNERS LP

PACIFIC ENERGY PARTNERS LP's exchange filed to remove a class of its securities from listing.

listing compliance notice

PACIFIC ENERGY PARTNERS LP terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

The partnership filed its definitive joint proxy statement/prospectus (dated 29 September 2006, first mailed about 2 October) for the Plains All American (PAA) merger, with special unitholder meetings set for 9 November 2006. Each Pacific common unitholder other than LB Pacific would get 0.77 PAA common units per Pacific unit, and Pacific's general partner and limited partner interests would be extinguished, with Pacific merged into PAA. Approval needs a majority of PAA common units, a majority of Pacific common units (excluding those held by LB Pacific), and a majority of Pacific subordinated units (all held by LB Pacific), each voting separately; abstentions and broker non-votes count as votes against. Pacific's conflicts committee and board unanimously recommend approval, and the filing says holders are generally expected not to recognise US federal tax gain or loss on the exchange. This moves the June 2006 merger from signing to the unitholder vote; the merger has not closed.

business combination

On 12 June 2006 the partnership agreed to merge into Plains All American Pipeline (PAA), with each common unit not bought by PAA converted into 0.77 PAA common units. Separately, LB Pacific (Lehman) agreed to sell PAA the general partner, 2,616,250 common units and 7,848,750 subordinated units for $700 million in cash. The merger needs approval from a unit majority of PPX unitholders and a majority of PAA common unitholders, regulatory approvals, an effective S-4 and NYSE listing, and the LB Pacific purchase must close. Termination fees of $10 million or $40 million apply in specified circumstances, in either direction. This begins the end of the partnership as a standalone listed company; unitholders would hold PAA units if it closes, but it has not yet closed.

business combination

On 30 September 2005 the partnership closed the $455 million purchase of the Valero L.P. assets (Martinez and Richmond terminals, three Philadelphia-area terminals, and the 550-mile West Pipeline System), resolving the pending acquisition. It funded the deal with the 4.3 million unit private placement, a public offering of 5.2 million units, the $175 million notes and a new five-year $400 million secured revolver (Bank of America agent; a Lehman affiliate is syndication agent and lender), which replaced the old US and Canadian credit agreements. The private placement buyers also received a registration rights agreement (resale shelf filing within 90 days, 180-day lock-up). The partnership plans about $40 million of capital spending on the acquired assets over three years, and Valero will provide accounting and control-centre services on a transition basis.

asset acquisition disposition

On 23 September 2005 the $175 million 6.25% Senior Notes due 2015 were issued and sold to initial purchasers at 99.544% of par, unsecured and with interest paid each March and September starting 15 March 2006. The notes must be redeemed at 99.545% if at least two of the three Valero L.P. asset packages are not bought within 120 days of closing, so the financing is tied to the acquisition completing. The partnership must offer to buy them back at 101% on a change of control, and has agreed to register an exchange offer. This is an addition to the 7 1/8% notes due 2014.

debt financing

On 15 September 2005 the partnership and its finance subsidiary agreed to sell $175 million of 6 1/4% Senior Notes due 2015, priced at 99.544% to yield 6.3125%, with proceeds to fund part of the Valero L.P. asset purchase; closing was expected 23 September. Separately, on 16 September underwriters exercised their option for 682,500 more common units, completing the public offering started on 8 September (the $32.00 public price is stated in the press release). Together these continue the permanent financing of the acquisition.

material agreement

On 8 September 2005 the partnership signed an underwriting agreement to sell up to 5,232,500 common units in a public offering under its 2003 shelf registration, expected to close around 14 September 2005. The filing does not state the use of proceeds or the price. Given the pending Valero L.P. acquisition, funding it is plausible (inference). It adds to the dilution from the August private placement.

material agreement

On 9 August 2005 the partnership agreed to privately sell 4,300,000 new common units at $30.75 each ($132.2 million; about $129.2 million net per the press release) to a group of investment funds. Proceeds help pay for the $455 million Valero L.P. asset purchase, and the sale closes only together with that purchase, now expected by the end of September 2005. Existing unitholders are diluted by the new units. The buyers cannot resell for 180 days, and the price drops if closing falls after the record date for the third-quarter distribution.

capital raising announcement

On 1 July 2005 a wholly owned subsidiary agreed to buy terminal and pipeline assets from Valero L.P. subsidiaries for $455 million. Valero L.P. must sell them under a Federal Trade Commission order tied to its Kaneb acquisition. The assets are two San Francisco-area terminals (4.1m bbl), three Philadelphia-area terminals (3.2m bbl) and a 550-mile Rocky Mountain refined products pipeline with terminals (1.7m bbl). A $22.75 million letter of credit was posted as deposit and the partnership guaranteed the subsidiary's obligations. It has $700 million of financing commitments (a new $400 million five-year secured revolver to replace the existing US and Canadian revolvers, plus a $300 million 364-day bridge) and expects to fund permanently with new units and debt. Closing needs regulatory approvals; the press release gives about 90 days. It also says management will recommend a $0.03 quarterly distribution increase (5.9%) on closing, which is not yet approved. This is a new large acquisition, and the first push into refined products.

debt financing

On 29 October 2004 the partnership announced that The Anschutz Corporation agreed to sell its 36.7% interest (10,465,000 subordinated units plus the general partner, Pacific Energy GP, Inc.) to LB Pacific, LP, formed by Lehman Brothers Merchant Banking; the price was undisclosed and closing was expected in Q1 2005, subject to approvals. It replaces the Anschutz group's control noted since the 2002 IPO. The partnership signed an ancillary agreement covering transition services, non-competes, and buyer/seller reimbursement of certain costs capped at $650,000; the press release says the sale could trigger a 101% senior note repurchase offer if there is a credit rating downgrade within 90 days of closing, and bank waivers would be sought.

material agreement

On 30 June 2004 the partnership completed the purchase of the Mid Alberta Pipeline (MAPL) from Imperial Oil for Cdn$31.5 million (Cdn$5.0 million payable in three years), plus Cdn$5.0 million of linefill; total cost was about U.S. $30.2 million, funded mainly from the Canadian credit facility. This follows through on the letter of intent mentioned in the Rangeland filing; MAPL connects Edmonton to Rangeland at Sundre, and the partnership plans a new Edmonton terminal over the next year.

asset acquisition disposition

On 11 May 2004 the partnership completed the purchase of the Rangeland Pipeline System in Alberta from BP Canada Energy Company for Cdn$130 million plus about Cdn$29 million of other costs (about U.S. $116 million in total). It was funded from the 30 March 2004 equity offering and a Cdn$45 million draw on a new Cdn$100 million, three-year Canadian credit facility secured by the Canadian assets. The filing says BP's marketing and senior staff were not made available, so the partnership must build its own Calgary team and accounting systems; it also mentions a non-binding letter of intent to buy the Mid Alberta Pipeline.

asset acquisition disposition

On 31 July 2003 the partnership's subsidiary Pacific Terminals bought the black oil storage and pipeline system of Edison Pipeline and Terminal Company (a Southern California Edison division) in the Los Angeles Basin. The price was $158.2 million plus estimated adjustments of $9.0 million and about $3.0 million of costs; $149.0 million of the $159.3 million paid at closing was borrowed under the $200.0 million revolving credit facility and $10.3 million came from cash. The assets include 34 tanks with about 9.0 million barrels of capacity and 70 miles of pipeline; this is the acquisition behind the higher 2003 earnings noted in the context.

asset acquisition disposition

the New York Stock Exchange certified PACIFIC ENERGY PARTNERS LP's securities for listing, clearing them to begin trading.

listing compliance notice