Discussion

There has been no protest to the application. We see no reason to doubt the applicant's representation to us that pipeline operations will be maintained (i) in a manner consistent with existing authorized uses; (ii) in continued compliance with all applicable federal, state, and local laws; and (iii) in accordance with the rates, terms, and conditions currently applicable under existing tariffs. Furthermore, the transfer of control will have no foreseeable consequences that would cause Crimson California's customers to prefer the current ownership structure over that proposed in the application. Accordingly, ex parte approval of this application is appropriate.

Approval of transfer of control is a discretionary act by the Commission, so we must determine whether environmental review of the proposed transfer is required under the California Environmental Quality Act (CEQA). In this case, there will be no change in Crimson California's operations resulting from the transfer of control. Thus, there is no reasonably foreseeable direct or indirect physical change in the environment that will occur as a result of the transfer of control. Furthermore, the Commission has exempted projects from CEQA review where, as here, "it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment." CEQA Guidelines, 14 Cal. Code of Regs. § 15061(b)(3). Therefore, no CEQA review of this transfer of control is required.

The Reorganization Agreement (Attachment B to the application) was submitted together with a motion requesting that Attachment B be filed under seal. According to the motion, the Reorganization Agreement sets forth the terms and conditions for the redistribution of assets currently held by Grier and Buntmann, including Crimson California. The Reorganization Agreement has not been made public, and we agree with the applicant that, in light of the lack of impact the transfer of control will have on Crimson California's rates and operations, the public interest in disclosure of the material terms of the transfer is slight. However, disclosure could place Crimson California and its existing investors at a disadvantage, should the transfer not be consummated.

In short, the potential harm to private interests arising from disclosure is significantly greater than any public interest that would be served by making the confidential information freely available. Pursuant to Pub. Util. Code § 583 and General Order 66-C, we grant the motion to file under seal, subject to our usual terms for treatment of confidential information.