Past Transfers of Control Applications Involving SDWC

In the past ten years, the Commission has authorized the transfer of indirect control of SDWC on three occasions. In D.98-03-069, the first of three decisions, the Commission authorized the transfer of indirect control of SDWC arising out of the acquisition of SDWC's ultimate parent, Harris Chemical Group, Inc. ("Harris") by IMC Global, Inc. ("IMC"). Just over a year later, by D.99-04-006, the Commission again authorized the transfer of indirect control of SDWC, this time arising out of the execution of a recapitalization agreement at the holding company (IMC) level. Finally, in 2004, the Commission authorized another transfer of indirect control of SDWC, one arising out of the acquisition by Searles Valley Minerals Operations, Inc. for a controlling interest in IMC Chemicals, Inc. In each of these proceedings, the application seeking authority for an indirect transfer of control was unopposed. See Exhibit A which describes the history.