5. Procedural History

Notice of these applications appeared in the Commission's Daily Calendar on November 19, 2004. No protests were received.

a. Motions to Consolidate

Concurrent with the applications, Joint Applicants filed motions to consolidate the two applications. The applications are unopposed, the issues and the parties are identical or related, and pursuant to Rule 55, it is reasonable to grant the motions to consolidate these proceedings.

b. Motion for Confidential Treatment

Concurrent with the applications, Joint Applicants filed motions seeking to maintain confidentiality over certain aspects of the two transfers of control pursuant to Rule 45, § 583 and General Order No. 66-C.

For A.04-11-014, the Joint Applicants request an order to file under seal and maintain the confidentiality of (1) Purchase and Sale Agreement, dated as of October 29, 2004 by and among PPS Holding, TAC and LB Pacific (Purchase and Sale Agreement) and (2) LB Pacific's Pre- and Post-Closing Capitalization Table. Pursuant to Rules 35 and 36 Joint Applicants are required to file the full terms and conditions of the agreement pursuant to which LB Pacific will acquire this interest as well as LB Pacific's financial statements. The terms and conditions that are set forth in the Purchase and Sale Agreement, which according to the motion, contains confidential, commercially sensitive information, includes the purchase price paid by LB Pacific. LB Pacific's Pre- and Post-Closing Capitalization Table shows the effect of the acquisition, including the purchase price. Joint Applicants argue that disclosure of this information would result in substantial competitive harm to LB Pacific in the future when negotiating other commercial agreements related to PPS and the acquisition or sale of other assets or companies within and beyond California.

Joint Applicants cite two recent Commission decisions,⁵ in the competitive communications industries, where comparable data for stock purchase agreements was accorded confidential treatment and filed under seal.

For A.04-11-015, the Joint Applicants also request an order to file under seal and maintain the confidentiality of substantially the same documents for the transfer of control over PT. Joint applicants make the same arguments.

Neither PPS nor PT offer utility service on a cost of service basis. Rather, the terms are competitive compared to the natural gas pipeline services of other regulated utilities such as Southern California Gas Company or Pacific Gas & Electric Company where the utility-related costs are subject to economic rate regulation. Because of the competitive nature of business for PPS and PT for both companies' pipeline services and also PT's oil storage operations, we will grant the motions and file under seal the following items for two years⁶:

1. Exhibit D: Purchase and Sale Agreement (PPS - A.04-11-015)

2. Exhibit M: LB Pacific's financial statements contained in LB Pacific's Pre- and Post-Closing Capitalization Table (PPS)

3. Exhibit G: PT's Balance Sheet (PT - A.04-11-014)

4. Exhibit H: PT's Income Statement (PT)

5. Exhibit D: Purchase and Sale Agreement (PT)

6. Exhibit M: LB Pacific's financial statements contained in LB Pacific's Pre- and Post-Closing Capitalization Table (PT).

⁵ D.02-04-021, Application of VarTec Telecom, Inc. et. al for Authority for Transfers of Control (A.01-10-026), and D.00-05-016, Joint Application of FoxTel, Inc. and AMI Telecommunications Acquisition Corporation for Approval of Stock Purchase Agreement (A.99-11-028). ⁶ Two years is consistent with our similar treatment for motions: see, for example, D.02-04-021, Conclusion of Law 5, (mimeo., p. 9).