Assignment of Proceeding

Timothy Alan Simon is the assigned Commissioner and Steven Kotz is the assigned Administrative Law Judge in this proceeding.

Findings of Fact

1. Under the existing ownership structure, Applicant Crimson California's general partner is Crimson Pipeline L.P. The general partner of Crimson Pipeline L.P. is CPMI, a California corporation, which is owned 49.5% by Grier, an individual, and 49.5% by Buntmann, an individual. The parent of CPMI is CRMC, a Colorado corporation, which is owned equally by the individuals Grier and Buntmann. Effectively, Grier and Buntmann now exercise control of the public utility, Crimson California.

2. Under the Reorganization Agreement (Attachment B to the application), Crimson Pipeline L.P. would remain as general partner of Crimson California, and CPMI would remain as general partner of Crimson Pipeline L.P. However, CPMI (currently owned equally by Grier and Buntmann) would be 100% owned by Crimson Midstream LLC, which would be 100% owned by Grier. The effect of implementing the Reorganization Agreement upon control of the public utility, Crimson California, would be the transfer of control from CRMC (currently owned equally by Grier and Buntmann) to Crimson Midstream LLC owned 100% by Grier; thereafter, Grier would exercise control of Crimson California.

3. The transfer of control described in Finding of Fact 2 would not affect the rates, operations, or day-to-day management of Crimson California.

4. The transfer of control described in Finding of Fact 2 would have no foreseeable consequences that would cause Crimson California's customers to prefer the current ownership structure over the proposed ownership structure.

5. There is no reasonably foreseeable direct or indirect physical change in the environment that would occur due to the transfer of control described in Finding of Fact 2, and it can be seen with certainty that there is no possibility the transfer would have a significant effect on the environment.

6. Public disclosure of Attachment B (the Reorganization Agreement), which was submitted under seal together with a motion requesting confidential treatment, is unlikely to benefit the public interest but could place Crimson California and its existing investors at a disadvantage, should the transfer not be consummated.

7. The requested transfer of control is unopposed.

Conclusions of Law

1. The transfer of control described in Finding of Fact 2 should be approved.

2. The transfer of control described in Finding of Fact 2 should not be subject to review under the CEQA.

3. The motion to file Attachment B (the Reorganization Agreement) under seal should be granted, subject to the Commission's usual terms for treatment of confidential information.

4. This is an uncontested matter in which the decision grants the relief requested. A hearing is not needed.

5. To enable the proposed transfer of control to be carried out promptly, today's order should be made effective immediately.

ORDER

IT IS ORDERED that:

1. The application of Crimson California Pipeline L.P. for approval of a transfer of control, as described in the foregoing opinion and Finding of Fact 2, is granted.

2. The transfer of control authorized in Ordering Paragraph 1 must be carried out within 12 months of the effective date of today's decision, and the authority will expire if not so carried out within that period.

3. Within 30 days of completing the transfer of control authorized in Ordering Paragraph 1, Crimson California Pipeline L.P. must send a letter to the Director of the Energy Division confirming the completion of the transfer.

4. The Reorganization Agreement, Attachment B to the application, is accepted for filing under seal, and it will remain under seal for two years from the effective date of today's decision. During this two-year period, Attachment B may not be made accessible or disclosed to anyone other than Commission staff except pursuant to (a) the further order or ruling of the Commission, the assigned Commissioner, the assigned Administrative Law Judge, or the Administrative Law Judge then designated as Law and Motion Judge, or (b) the terms of a reasonable nondisclosure agreement for purposes of this proceeding. If the applicant believes the information that today's decision places under seal should be protected beyond two years, the applicant may state by motion the justification for further withholding the information from public inspection. The motion must explain with specificity why the information still needs protection in light of the passage of time involved, and the motion must be filed at least 30 days before expiration of the protection under today's decision.

5. The preliminary determination regarding the need for hearing is changed from yes to no. Hearings are not necessary.

6. Application 10-07-024 is closed.

This order is effective today.

Dated November 19, 2010, at San Francisco, California.

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