Description of Transaction

Joint Applicants state that only the current UNOCAP pipeline assets fall under the jurisdiction of the Commission and subject to the Joint Application. The parties state that they are requesting authorization from the Commission for the merger per se and for the transfer of any facilities. Joint Applicants believe that the Commission need not provide further environmental review, pursuant to the California Environmental Quality Act (CEQA) Guideline Section 15061(b)(3) because UNOCAP will continue to be operated as it is now and because the Commission-approved tariffs will not be changed by the merger transaction. The parties point to D.02-07-025 and D.01-05-021, in both of which the Commission determined that a CEQA review was not required, which they view as similar situations. In D.02-07-025 (Application (A.) 02-04-044), the Commission authorized the transfer of control when Conoco and Phillips merged, and in D.01-05-021 (A.01-03-002) authorized the transfer of control of Tosco Corporation's wholly-owned subsidiary, Union Pipeline Company, to Phillips through a merger of Tosco with a Phillips subsidiary.