UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 15, 2005
Pacific Energy Partners, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 313345 68-0490580
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
5900 Cherry Avenue
Long Beach, California 90805-4408
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (562) 728-2800
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On September 15, 2005, Pacific Energy Partners, L.P. (the
"Partnership"), Pacific Energy Finance Corporation, a wholly-owned subsidiary of
the Partnership ("Finance Corp.," and together with the Partnership, the
"Issuers"), and certain of the Partnership's subsidiaries (the "Guarantors")
entered into a purchase agreement (the "Purchase Agreement") with Lehman
Brothers Inc., Banc of America Securities LLC, Citigroup Global Markets Inc.,
BNP Paribas Securities Corp. and Scotia Capital (USA) Inc. (the "Initial
Purchasers") pursuant to which the Issuers have agreed to sell $175,000,000
aggregate principal amount of 6 1/4% Senior Notes due 2015 (the "Notes"). The
Notes are being sold in a private placement to qualified institutional buyers
pursuant to the exemptions from registration requirements of the Securities Act
of 1933 (the "Act") afforded by Section 4(2) of the Act and Rule 144A under the
Act, and outside the United States in compliance with Regulation S under the
Act. The closing pursuant to the Purchase Agreement and the issuance of the
Notes is expected to occur on September 23, 2005, subject to customary closing
conditions.
The Purchase Agreement contains customary representations and
warranties of the parties and indemnification and contribution provisions
whereby the Issuers and the Guarantors, on one hand, and the Initial Purchasers,
on the other, have agreed to indemnify each other against certain liabilities.
In addition, the Purchase Agreement contemplates the execution of a registration
rights agreement, pursuant to which the Issuers will agree to conduct a
registered exchange offer for the Notes or cause to become effective a shelf
registration statement providing for resale of the Notes.
On September 16, 2005, the Partnership closed the sale of an additional
682,500 common units representing limited partner interests in the Partnership
pursuant to the exercise of the underwriters' over-allotment in connection with
the Partnership's recent equity offering pursuant to the Underwriting Agreement
previously filed on Form 8-K dated September 8, 2005.
Item 9.01 Financial Statements and Exhibits.
99.1 Pacific Energy Partners, L.P. Press Release dated September 15, 2005.*
99.2 Pacific Energy Partners, L.P. Press Release dated September 15, 2005.*
* Furnished pursuant to Regulation FD.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PACIFIC ENERGY PARTNERS, L.P.
By: Pacific Energy GP, LP,
its general partner
By: Pacific Energy Management LLC
its general partner
By: /s/ GERALD A. TYWONIUK
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Senior Vice President, Chief Financial
Officer and Treasurer
Dated: September 15, 2005
Exhibit Index
Exhibit
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99.1 Pacific Energy Partners, L.P. Press Release dated September 15, 2005*
99.2 Pacific Energy Partners, L.P. Press Release dated September 15, 2005*
*Furnished pursuant to Regulation FD.