Index to Financial Statements

As filed with the Securities and Exchange Commission on January 18, 2008

Registration No. 333-147938

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Big West Oil Partners, LP

(Exact name of registrant as specified in its charter)

Delaware

2911

26-1501435

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

1104 Country Hills Drive

Ogden, Utah 84403

(801) 624-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

J Phillip Adams

Big West Oil Partners, LP

1104 Country Hills Drive

Ogden, Utah 84403

(801) 624-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Allan D. Reiss

Catherine Gallagher

Vinson & Elkins L.L.P.

666 Fifth Avenue

New York, New York 10103

(212) 237-0018

Joshua Davidson

Elizabeth Husseini

Baker Botts L.L.P.

One Shell Plaza

910 Louisiana Street

Houston, Texas 77002

(713) 229-1234

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Index to Financial Statements

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 18, 2008

P R O S P E C T U S

8,125,000 Common Units

Representing Limited Partner Interests

Big West Oil Partners, LP

$ per common unit

We are selling 8,125,000 common units. We have granted the underwriters an option to purchase up to 1,218,750 additional common units.

We are a limited partnership recently formed by Big West Oil, LLC, or Big West, a subsidiary of Flying J Inc., to own and operate a portion of its refining business. Immediately following this offering, we will own a 35.0% interest in and control Big West Oil Operating, LP, a Delaware limited partnership, or OPCO, which will own the milli-second catalytic cracking unit and alkylation unit of the Salt Lake refining complex owned by Big West. This is the initial public offering of our common units. We currently expect the initial public offering price to be between $ and $ per common unit. We intend to apply to list our common units on the New York Stock Exchange under the symbol “BWO.”

Investing in our common units involves risks. Please read “ Risk Factors” beginning on page 22.

These risks include the following:

•

We may not have sufficient cash from operations to enable us to pay the minimum quarterly distribution on our common units and subordinated units.

•

OPCO depends on Big West for all of its revenues, and if Big West were unable to meet its minimum obligations under its refining agreement with OPCO, our ability to make distributions to unitholders would be reduced or eliminated.

•

Big West’s obligations under the refining agreement are unsecured and Flying J has not guaranteed the obligations.

•

Our ability to make distributions would be reduced or eliminated if Big West’s obligations under the refining agreement were suspended or terminated.

•

OPCO’s ability to receive greater cash flows from increases in throughput at the Salt Lake refining complex is limited.

•

Flying J and Big West have no obligation to offer us the opportunity to purchase additional assets from them or from third parties and face few restrictions on their ability to compete with us.

•

Our general partner and its affiliates have conflicts of interest and limited fiduciary duties, which may permit them to favor their own interests to your detriment.

•

Unitholders have limited voting rights and are not entitled to elect our general partner or its directors.

•

Even if unitholders are dissatisfied, initially they cannot remove our general partner without its consent.

•

You will experience immediate and substantial dilution of $28.19 per common unit.

•

If we were to become subject to entity-level taxation for federal or state income tax purposes, then our cash available for distribution to you would be substantially reduced.

•

You may be required to pay taxes on income from us even if you do not receive any cash distributions from us.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.


	Per Common Unit	Total
Public Offering Price	$	$
Underwriting Discount⁽¹⁾	$	$
Proceeds to Big West Oil Partners, LP (before expenses)	$	$

⁽¹⁾

Excludes structuring fee of $ million to be paid to Citigroup Global Markets Inc., Lehman Brothers Inc. and UBS Securities LLC for evaluation, analysis and structuring of our partnership and this offering.

The underwriters expect to deliver the common units to purchasers on or about , 2008.


Citi		Lehman Brothers		UBS Investment Bank

The date of this prospectus is , 2008.

Index to Financial Statements

[ARTWORK TO COME]

Index to Financial Statements

TABLE OF CONTENTS


SUMMARY		1

RISK FACTORS		22
Risks Related to Our Business		22
Risks Inherent in an Investment in Us		36
Tax Risks to Common Unitholders		42

USE OF PROCEEDS		47

CAPITALIZATION		48

DILUTION		49

OUR CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS		50
General		50
Our Initial Distribution Rate		51
Pro Forma Cash Available for Distribution for the Fiscal Year Ended January 31, 2007 and the Twelve Months Ended October 31, 2007		53
Estimated Cash Available for Distribution		55
Assumptions and Considerations		59

HOW WE MAKE CASH DISTRIBUTIONS		62
Distributions of Available Cash		62
Operating Surplus and Capital Surplus		63
Subordination Period		66
Distributions of Available Cash from Operating Surplus During the Subordination Period		68
Distributions of Available Cash from Operating Surplus After the Subordination Period		68
General Partner Interest and Incentive Distribution Rights		68
Percentage Allocations of Available Cash from Operating Surplus		69
Distributions from Capital Surplus		70
Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels		70
Distributions of Cash Upon Liquidation		71
BIG WEST OIL PARTNERS, LP UNAUDITED PRO FORMA FINANCIAL STATEMENTS		73

SELECTED HISTORICAL FINANCIAL AND OPERATING DATA		80

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		85
Partnership Overview		85
Retained Properties		86
Factors Affecting Comparability		87
Major Influences on Results of Operations		88
Historical Results of Big West		90
Critical Accounting Policies		92
Results of Operations		93
Nine Months Ended October 31, 2007 Compared to the Nine Months Ended October 31, 2006		98
Fiscal Year Ended January 31, 2007 Compared to Fiscal Year Ended January 31, 2006		99
Fiscal Year Ended January 31, 2006 Compared to Fiscal Year Ended January 31, 2005		100
Liquidity and Capital Resources		102
Contractual Obligations and Commercial Commitments		107
Off-Balance Sheet Arrangements		107
Quantitative and Qualitative Disclosure about Market Risk		108
Standards Issued Not Yet Adopted		109

REFINING INDUSTRY OVERVIEW		110
Refining Process		110
Market Trends		111
Salt Lake Refined Products Market		117

BUSINESS		119
Partnership Overview		119

Index to Financial Statements


Our Relationship with Flying J and Big West		120
Competitive Strengths		121
Business Strategies		122
Salt Lake Refining Complex Overview		122
Refining Process		123
OPCO Process Units		123
Big West Facility Units		124
Historical Throughput and Production		125
Competition		128
Agreements with Affiliates		128
Environmental, Health and Safety Matters		133
Employees		137
Legal Proceedings		137

MANAGEMENT		138
Management of Big West Oil Partners, LP		138
Directors and Executive Officers of Big West GP, LLC		139
Our Board Committees		140
Reimbursement of Expenses of Our General Partner and its Affiliates		141
Executive Compensation		141
Compensation Discussion and Analysis		141
Compensation of Directors		142
Big West GP, LLC Long-Term Incentive Plan		143

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		145

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		146
Historical Transactions		146
Ownership of General Partner and Limited Partner Interests		146
Contractual Arrangements		146
Registration Rights		147
Distributions and Payments to Our General Partner and its Affiliates		147
Agreements Governing the Transactions		149
Indemnification of Directors and Officers		151

CONFLICTS OF INTEREST AND FIDUCIARY DUTIES		152
Conflicts of Interest		152
Fiduciary Duties		156

DESCRIPTION OF THE COMMON UNITS		159
The Units		159
Transfer Agent and Registrar		159
Transfer of Common Units		159

THE PARTNERSHIP AGREEMENT		161
Organization and Duration		161
Purpose		161
Power of Attorney		161
Capital Contributions		161
Voting Rights		161
Limited Liability		163
Issuance of Additional Securities		164
Amendment of the Partnership Agreement		164
Merger, Sale or Other Disposition of Assets		166
Termination and Dissolution		167
Liquidation and Distribution of Proceeds		167
Withdrawal or Removal of the General Partner		168

Index to Financial Statements


Transfer of General Partner Interest		169
Transfer of Ownership Interests in Our General Partner		169
Transfer of Incentive Distribution Rights		169
Change of Management Provisions		170
Limited Call Right		170
Meetings; Voting		170
Status as Limited Partner		171
Non-Citizen Transferees		171
Indemnification		171
Reimbursement of Expenses		172
Books and Reports		172
Right to Inspect Our Books and Records		172
Registration Rights		173

UNITS ELIGIBLE FOR FUTURE SALE		174

MATERIAL TAX CONSEQUENCES		175
Partnership Status		175
Limited Partner Status		176
Tax Consequences of Unit Ownership		177
Tax Treatment of Operations		182
Disposition of Common Units		184
Uniformity of Units		186
Tax-Exempt Organizations and Other Investors		186
Administrative Matters		187
Reportable Transactions		189
State, Local, Foreign and Other Tax Considerations		189

INVESTMENT IN BIG WEST OIL PARTNERS, LP BY EMPLOYEE BENEFIT PLANS		190

UNDERWRITING		191

VALIDITY OF THE COMMON UNITS		194

EXPERTS		194

WHERE YOU CAN FIND MORE INFORMATION		194

FORWARD-LOOKING STATEMENTS		195

INDEX TO FINANCIAL STATEMENTS		F-1

APPENDIX A FORM OF FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF BIG WEST OIL PARTNERS, LP		A-1

APPENDIX B GLOSSARY OF SELECTED TERMS		B-1

iii

Index to Financial Statements

You should rely only on the information contained in this prospectus and any free writing prospectus made available by us. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Through and including , 2008 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Index to Financial Statements

SUMMARY

This summary provides a brief overview of information contained elsewhere in this prospectus. Because it is abbreviated, this summary does not contain all of the information that you should consider before investing in the common units. You should read the entire prospectus carefully, including the historical and pro forma financial statements and the notes to those financial statements. The information presented in this prospectus assumes (i) an initial public offering price of $20.00 per common unit and (ii) that the underwriters do not exercise their option to purchase additional units. You should read “Risk Factors” beginning on page 22 for more information about important risks that you should consider carefully before buying our common units. We include a glossary of some of the terms used in this prospectus as Appendix B.

All references in this prospectus to “Big West Oil Partners,” “we,” “our,” “us,” and “the Partnership” refer to Big West Oil Partners, LP and its subsidiaries, including Big West Oil Operating, LP, or OPCO. All references in this prospectus to “Big West Oil Partners,” “we,” “our,” “us” and “the Partnership,” when used in a historical context, refer to the assets of Big West Oil, LLC and its subsidiaries that are being contributed to OPCO in connection with this offering. When used in the present tense or prospectively, those terms refer to Big West Oil Partners, LP and its subsidiaries, including OPCO. References in this prospectus to “our general partner” refer to Big West GP, LLC. References in this prospectus to “Big West” refer to Big West Oil, LLC, a Utah limited liability company indirectly owned by Flying J Inc., which owns the Salt Lake refining complex and indirectly owns the Bakersfield refining complex. References in this prospectus to the “Salt Lake refining complex” refer to the entire refinery complex located in North Salt Lake, Utah owned by Big West prior to the offering. References in this prospectus to “OPCO’s units” refer to the milli-second catalytic cracking unit and alkylation unit at the Salt Lake refining complex to be owned by OPCO upon the closing of the offering. References in this prospectus to the “Big West facility” refer to the process units and facilities at the Salt Lake refining complex, other than OPCO’s units, which will be retained by Big West at the closing of this offering.

Big West Oil Partners, LP

We are an independent refiner of petroleum products operating in North Salt Lake, Utah. We were formed on December 3, 2007 by Big West Oil, LLC, or Big West, a subsidiary of Flying J Inc., or Flying J. Our assets consist of a 35.0% interest in Big West Oil Operating, LP, or OPCO, which will own the milli-second catalytic cracking unit and alkylation unit at the Salt Lake refining complex. We will control OPCO through our ownership of its general partner. Big West will own the remaining 65.0% interest in OPCO, our general partner and the other process units at the Salt Lake refining complex.

OPCO’s assets will consist of a milli-second catalytic cracking unit, or MSCC unit, and an alkylation unit. These two units enable the Salt Lake refining complex to process black wax and yellow wax crude oils, providing a cost advantage that has recently resulted in favorable refining margins for Big West. In connection with this offering, OPCO will enter into a 25-year refining agreement with Big West. Pursuant to the refining agreement, Big West will agree to throughput during each semi-annual period a minimum volume of gas oils from the distillation unit in the Big West facility to OPCO’s MSCC unit in return for a per barrel refining fee. Similarly, Big West will agree to offtake during each semi-annual period a minimum volume of alkylate processed at OPCO’s alkylation unit in return for a per barrel refining fee. Big West will be obligated to pay the minimum refining fees whether or not it utilizes OPCO’s units. Because OPCO will not own any of the gas oils or alkylate, and because the refining fees will not be tied to commodity prices of either feedstocks or refined products, we believe the refining agreement will substantially reduce our direct exposure to commodity price volatility. In addition, in the event that OPCO’s operating costs under its services agreements with Big West increase for any given year during the term of the refining agreement, the refining fees payable by Big West to OPCO for the following year will be increased permanently by the amount of the operating cost increase for the prior year, which will assist OPCO in maintaining its net operating profit.

Index to Financial Statements

OPCO will own and operate the following process units:

•

Milli-second catalytic cracking unit. The MSCC unit catalytically breaks down complex, lower value gas oils fed to it by the Salt Lake refining complex’s distillation unit into lighter, higher value liquid products such as gasoline, diesel and other higher value hydrocarbon products. The MSCC unit was installed in 2002 and uses innovative technology that increases the efficiency of catalytic reactions. The MSCC unit has a throughput capacity of 11,500 barrels per day, or bpd. The MSCC unit underwent its most recent standard scheduled refurbishment, maintenance and inspection, or turnaround, in April 2006, which lasted 27 days. We expect the next turnaround for this unit to occur in 2011.

•

Alkylation unit. The alkylation unit combines lower value, low molecular weight olefins such as propylene, butylene or pentene with isobutane in the presence of a hydrofluoric acid catalyst to produce higher value, high octane gasoline blending stock called alkylate. Alkylate is a key blendstock in the production of high specification reformulated gasoline. The low molecular weight olefins and a portion of the isobutane used in the alkylation process are generated as a by-product of the MSCC unit. Additional isobutane is produced in the butamer unit at the Salt Lake refining complex or supplied by third parties. The alkylation unit has an alkylate offtake capacity of 2,800 bpd. The alkylation unit underwent its most recent turnaround in April 2006, which lasted 29 days. We expect the next turnaround for this unit to occur in 2011.

Immediately following the closing of the offering, Big West will be OPCO’s only customer and account for all of OPCO’s sales. We expect OPCO to continue to derive at least a substantial majority, if not all, of its revenues from Big West or its affiliates for the foreseeable future.

The Salt Lake refining complex was originally constructed in 1948 and, since acquiring the complex in 1985, Big West has significantly upgraded the refining complex’s processing capability and expanded its average daily crude oil throughput from approximately 18,000 bpd to approximately 31,000 bpd. The Salt Lake refining complex’s crude oil inputs consist of black wax crude oil and yellow wax crude oil from the nearby Uinta basin in northeastern Utah, light sweet crude oil (condensate) from Southwest Wyoming, or SWWS, and synthetic crude oil, or syncrude, from Canada. Black wax and yellow wax crude oils and SWWS have generally been less expensive than other benchmark light crude oils such as West Texas Intermediate (WTI), and produce a high percentage of light, high-value refined products.

Approximately 90% of the Salt Lake refining complex’s production during the fiscal year ended January 31, 2007 was higher-value products such as gasoline and diesel, and the remainder of production was marketable by-products. Big West sells the refined products from the Salt Lake refining complex in Utah, Idaho, Nevada, Wyoming, Colorado and Oregon. The Rocky Mountain market historically has had among the highest refining margins between prices of refined products and crude oil feedstocks in the United States.

Our Relationship with Flying J and Big West

We are currently an indirect, wholly owned subsidiary of Flying J, a privately held integrated petroleum firm engaged in the exploration and production, refining, transportation and wholesale and retail marketing of petroleum products, as well as the provision of financial, insurance and technology products and services. Flying J owns and operates travel plazas, convenience stores and truck service centers throughout the United States and Canada and provides financial, insurance, telecommunication, transaction data capture and systems integration services to its customer base. We believe that Flying J is the largest retail diesel fuel marketer by volume in North America, marketing in excess of 425,000 bpd of refined petroleum products and operating a fleet of approximately 900 tanker trucks. Flying J purchases more gasoline and diesel products in the Salt Lake market than the Salt Lake refining complex produces. We expect Flying J will continue to be one of the primary

Index to Financial Statements

purchasers from Big West of the refined products at the Salt Lake refining complex, but Flying J will be under no contractual obligation to purchase any refined products from Big West. Approximately $253.1 million (35.4%), $382.5 million (42.7%), $405.7 million (42.0%) and $322.3 million (41.2%) of Big West’s total net sales of refined products from the Salt Lake refining complex were to Flying J and its affiliates for the fiscal years ended January 31, 2005, 2006 and 2007 and the nine months ended October 31, 2007, respectively. Only one other customer, New Albertsons Inc., accounted for more than 10% of Big West’s total net sales at the Salt Lake refining complex for those periods.

Following the completion of this offering, Big West will own our general partner and all of our subordinated units and 65.0% of the limited partner interests in OPCO, and our general partner will own a 2.0% general partner interest in us and our incentive distribution rights.

We hope to benefit from the expertise, relationships and reputation of Flying J as we pursue growth opportunities in the refining and other energy industries. We may have the opportunity to make acquisitions of assets from Big West and Flying J in the future, although Big West and Flying J will be under no contractual obligation to offer or sell any assets to us. At the closing of this offering, Big West will continue to own the remaining 65.0% limited partner interest in OPCO, the remaining portion of the Salt Lake refining complex and a refining complex in Bakersfield, California with a current crude oil throughput capacity of approximately 70,000 bpd. Big West has invested in the past and intends to continue to invest significant capital to upgrade the Bakersfield refining complex, with the completion of the upgrade project targeted for the fourth quarter of 2009. In addition, an affiliate of Flying J owns the 694-mile Longhorn refined products pipeline extending from a terminal near the Houston, Texas Ship Terminal to El Paso, Texas, where the same affiliate of Flying J also owns a terminal with over one million barrels of storage. Additionally, the Flying J affiliate owns 150,000 barrels of tank storage in Crane, Texas from which refined products can be sent by pipeline a short distance northward and dispensed through a third party terminal in Odessa, Texas. We believe these assets will be potentially suitable over time for possible purchase by our partnership. We also believe that our ability to consummate acquisitions of additional refining or other energy assets will be enhanced by our access to Big West’s and Flying J’s expertise and commercial relationships. Furthermore, we may pursue acquisitions jointly with Big West and Flying J.

As the owner of our 2.0% general partner interest, all of our incentive distribution rights and a 49.0% limited partner interest in us, we believe Big West will be motivated to promote and support the successful execution of our business strategies, including the growth of our partnership. While we believe Flying J and Big West will have an incentive to contribute or sell additional assets to us and to allow us to purchase additional refining or other energy assets suitable for us from third parties, neither has any legal or contractual obligation to do so. Flying J and Big West face few limitations on their ability to compete with us and may elect to acquire or dispose of assets that would be attractive to us in the future, including the assets they will retain at the closing of this offering, without offering us the opportunity to purchase those assets. Even if we are offered the opportunity to purchase assets in the future from Flying J, Big West or third parties, we may be unable to agree on acceptable terms of purchase or to obtain approvals or financing for the acquisition. Further, because Big West controls our general partner, we cannot pursue acquisitions unless Big West causes us to do so. If Flying J or Big West declines to present us with, or successfully competes against us for, attractive acquisition opportunities, we may not be able to acquire new assets, which would materially adversely affect our ability to grow.

Competitive Strengths

We believe the following competitive strengths will assist us in achieving our primary business objective of maintaining and increasing the amount of cash available for distribution per unit:

Stable Cash Flows from Refining Agreement. OPCO’s cash flow is relatively stable because it derives all of its revenues from per barrel refining fees under the 25-year refining agreement with Big West. The fee structure of the refining agreement helps reduce our direct exposure to commodity price volatility for feedstocks and refined products.

Index to Financial Statements

In addition, the refining agreement specifies that Big West must pay for a minimum volume of throughput for the MSCC unit and minimum volume of offtake from the alkylation unit, whether or not such volumes are actually processed. We believe that this revenue stream, coupled with Big West’s obligation to permanently increase refining fees paid to OPCO in subsequent years for all operating expenses in prior years in excess of a baseline minimum amount and the length of the refining agreement, will provide us with a long-term, stable source of cash flows.

Unique Operational Relationship with Flying J. OPCO’s assets are integrated and optimized to function with the Big West facility, and Big West will continue to rely on OPCO’s units for its catalytic cracking and alkylation needs. OPCO’s relationship with Big West and Flying J provides OPCO with a stable source of feedstock and a reliable outlet for the refined petroleum products OPCO produces. Flying J is the largest retail diesel fuel marketer by volume in North America and purchases more gasoline and diesel products in the Salt Lake market than the Salt Lake refining complex produces. We expect Flying J will continue to be one of the primary purchasers from Big West of the refined products from the Salt Lake refining complex.

Operations in Attractive Geographic Market. The Salt Lake refining complex is located in the Rocky Mountain region of the United States, which we believe is one of the most favorable areas in the United States in which to operate a refinery. This market features access to lower cost black wax and yellow wax crude oils, condensate from natural gas production in the Rocky Mountain region (also called SWWS) and Canadian crude oils, limited refining capacity, above-average growth in demand for refined products and a lack of pipeline capacity that limits the import of refined products to the Rocky Mountain region from the West Coast and Gulf Coast regions of the United States. As a result of these dynamics, the margin between refined product prices and the price of crude oil feedstocks, or the “crack spread,” in this region historically has generally been one of the highest in the United States. In order to capture the growth in this region, Big West expanded the capacity of the MSCC unit in April 2006 and the alkylation unit in November 2006.

Modern and Efficient Process Units. OPCO’s units are modern, efficient and well maintained. The MSCC unit was designed and installed in 2002 using technology tailored to process lower cost indigenous crude oils such as black wax and yellow wax. The MSCC unit can process these crude oils more efficiently than conventional fluid catalytic cracking units. The throughput capacity of the MSCC unit was expanded from approximately 10,000 bpd to approximately 11,500 bpd during its turnaround in April 2006. In November 2006, Big West increased the alkylate production capacity of the alkylation unit from approximately 2,000 bpd to approximately 2,800 bpd.

Experienced Management. Big West’s management has extensive experience operating refining assets and marketing refined products. Through our shared services and master services agreements with Big West, we will benefit from the knowledge, expertise and significant pool of management talent of Big West.

Business Strategies

Our primary business objective is to maintain and increase the amount of cash available for distribution per unit. Our principal strategies to achieve this objective are to:

Purchase Assets from Big West and Flying J. At the closing of this offering, Big West will own a 65.0% limited partner interest in OPCO, the remaining portion of the Salt Lake refining complex and a refining complex in Bakersfield, California. A Flying J affiliate will continue to own the Longhorn refined products pipeline, as well as related storage assets. We believe these assets will be potentially suitable over time for possible purchase by our partnership.

Purchase Assets from Third Parties. We will also seek to grow through accretive acquisitions of third party refining and other energy assets suitable for our partnership. Because we are not subject to federal income

Index to Financial Statements

taxation at the entity level, we believe that we will have a lower cost of capital than our corporate competitors that will enhance our ability to make accretive acquisitions. We also believe that our ability to consummate these acquisitions will be enhanced by our access to Big West’s and Flying J’s expertise and commercial relationships. Furthermore, we may pursue acquisitions jointly with Big West and Flying J.

Market Trends

We have identified several key factors that we believe lead to a favorable outlook for the refining industry for the next several years. We believe that favorable conditions for the refining industry in which Big West competes will benefit Big West and provide an incentive for Big West to maximize production at the Salt Lake refining complex, including throughput to OPCO’s units.

•

Limited Construction of New Refineries in the United States. High capital costs, historic excess capacity and environmental regulatory requirements have limited the construction of new refineries in the United States over the past thirty years. No new major refinery has been built in the United States since 1976, although many existing refineries have expanded their capacity or are planning expansions. In addition, more than 150 refineries have been closed during this period.

•

Improvement in Supply and Demand Dynamics for Refined Petroleum Products. The supply and demand fundamentals of the domestic refining industry have improved since the 1990s, and are generally expected to continue to improve as the demand for refined products continues to exceed increases in refining capacity, both in the United States and on a global basis. Moreover, supply in the Rocky Mountain region continues to be constrained by pipeline infrastructure limitations.

•

Advantageous Rocky Mountain Location. Refined product pricing tends to be higher in the Rocky Mountain region than in other domestic regions due to the limited local refining capacity and lack of pipeline capacity that limits the import of refined products from the West Coast and Gulf Coast regions of the United States. Furthermore, the Rocky Mountain region is advantageously located to receive increasing volumes of heavy and synthetic crude oils from Canada. The increasing availability of these Canadian crude oils has reduced the pricing of lower quality indigenous crude oils like black wax and yellow wax produced in the Rocky Mountain region. Similarly, SWWS is available at discounted prices to refiners in the region due to the lack of pipeline infrastructure to transport the SWWS to other regions of the United States. As a consequence, refiners operating in the Rocky Mountain region with the ability to process black wax and yellow wax and SWWS crude oils tend to have a cost advantage over refiners in other regions of the United States.

•

Cost Advantages to Refiners that Process Lower Cost Feedstocks. Continued excess availability of lower cost black wax and yellow wax crude oils is expected to provide a cost advantage to refiners in the Rocky Mountain region who have the ability to process and transport these crude oils. These wax crude oils require complex equipment to achieve conversion to lighter, higher value products and cannot be transported via pipeline without blending with other feedstocks. Refiners such as Big West with access to insulated tanker trucks necessary to ensure reliable transportation of these wax crude oils and refineries configured to process these feedstocks have a competitive advantage.

Refining Agreement with Big West

General. In connection with this offering, OPCO will enter into a 25-year refining agreement with Big West. The refining agreement has a “take or pay” feature requiring Big West to pay a minimum amount of refining fees to OPCO during each semi-annual period whether or not Big West actually throughputs volumes that would accrue such fees.

Index to Financial Statements

Gas oil throughput commitment. Big West will agree to throughput in OPCO’s MSCC unit an average of at least 10,000 bpd of gas oil during each semi-annual period (the “MSCC Commitment”) or pay the related refining fee as if it had throughput these volumes. So long as Big West is not in default under the refining agreement, each month Big West has the first right to use any excess capacity at the MSCC unit, and may exercise this right by so indicating in its monthly production plan submitted on or before the fifteenth day of the preceding month. To the extent that Big West declines to use any excess capacity, OPCO will have the right to use this excess capacity during the month to process gas oil for itself or third parties on a spot market basis. In addition, OPCO may enter into contracts of up to six months duration with any third party with respect to such excess capacity without Big West’s consent if Big West has failed to pay for the MSCC Commitment for six consecutive months. During the nine months ended October 31, 2007, Big West throughput an average of 11,109 bpd of gas oil through the MSCC unit. The MSCC unit has a throughput capacity of 11,500 bpd.

The fee for refining barrels of gas oil delivered by Big West to OPCO in any semi-annual period up to the MSCC Commitment will be (i) $29.00 multiplied by (ii) 10,000 multiplied by (iii) the number of days in such semi-annual period (such fee, the “MSCC Refining Fee”). For barrels of gas oil delivered by Big West to OPCO in excess of the MSCC Commitment, if any, the refining fee will be $5.00 per barrel (the “Excess Barrels Refining Fee”). Big West will pay the MSCC Refining Fee in estimated installments on a monthly basis, adjusted monthly and at the end of each semi-annual period. Big West will pay the Excess Barrels Refining Fee, if any, monthly in accordance with the refining agreement. If estimated monthly payments for MSCC Refining Fees by Big West in any semi-annual period fail to meet the minimum MSCC Refining Fee due for such semi-annual period, Big West will be required to pay OPCO cash in the amount of any shortfall. If estimated monthly payments for MSCC Refining Fees paid by Big West in any semi-annual period exceed the actual amount due for such semi-annual period, OPCO will be required to pay Big West cash in the amount of any excess.

Alkylation offtake commitment. Big West will be obligated to offtake an average of at least 2,000 bpd of alkylation product during each semi-annual period (the “Required Offtake Commitment”) or pay the related fee as if it had received these volumes. So long as Big West is not in default under the refining agreement, each month Big West has the first right to use any excess capacity for output at the alkylation unit, and may exercise this right by so indicating in its monthly production plan submitted on or before the fifteenth day of the preceding month. To the extent that Big West declines to use any excess capacity, OPCO will have the right to use this excess capacity during the month to process alkylation feedstock for itself or third parties on a spot market basis. In addition, OPCO may enter into contracts of up to six months duration with third parties with respect to such excess capacity without Big West’s consent if Big West has failed to pay for its Required Offtake Commitment for six consecutive months. During the nine months ended October 31, 2007, Big West received an average of 2,679 bpd of alkylate from the alkylation unit. The alkylation unit has an alkylate offtake capacity of 2,800 bpd.

The fee for processing Big West’s alkylation feedstock in any semi-annual period up to the Required Offtake Commitment will be (i) $19.00 multiplied by (ii) 2,000 multiplied by (iii) the number of days in such semi-annual period (such fee, the “Alkylation Refining Fee”). For barrels of alkylation product received by Big West above the Required Offtake Commitment, if any, the Alkylation Refining Fee will be $3.00 per barrel (the “Excess Alkylation Refining Fee”). Big West will pay the Alkylation Refining Fee in estimated installments on a monthly basis, adjusted monthly and at the end of each semi-annual period. Big West will pay the Excess Alkylation Offtake Fee, if any, monthly in accordance with the refining agreement. If estimated monthly payments for Alkylation Refining Fees by Big West in any semi-annual period fail to meet the minimum Alkylation Refining Fee due for such semi-annual period, Big West will be required to pay OPCO cash in the amount of any shortfall. If estimated monthly payments for the Alkylation Refining Fees paid by Big West in any semi-annual period exceed the actual amount due for such semi-annual period, OPCO will be required to pay Big West cash in the amount of any excess.

Index to Financial Statements

Shortfall payment. A shortfall payment by Big West for unused capacity in any semi-annual period will be applied as credit entitling Big West to have feedstock refined for it by OPCO during the following twelve-month period, subject to certain conditions.

Refining fee increase. In the event that OPCO’s aggregate operating expenses under its services agreements with Big West increase for any given year during the term of the refining agreement, the refining fees payable by Big West to OPCO for the following year will be increased by the amount of the operating cost increase for the prior year. This refining fee increase will be permanent and is intended to offset increases in OPCO’s operating expenses during the term of the refining agreement that would otherwise decrease OPCO’s net operating profit.

Force majeure. A force majeure event under the refining agreement includes, but is not limited to, acts of God; calamities; fire, war; terrorism; unusually bad weather; interruption or delay in transportation and any inadequacy, shortage or failure or breakdown of supply of raw materials; certain labor difficulties (whether or not the demands of the employee are within the power of the claiming party to concede); and compliance with governmental orders or laws not brought about by an act or omission of the party claiming force majeure. Changes in costs of goods or services or changes in costs of regulatory or other compliance with law or lack of finances are not force majeure events. During any force majeure event with respect to Big West’s facility, OPCO will be relieved of its obligations to refine feedstock to the extent such obligations are affected by the force majeure event. If the force majeure event is solely with respect to Big West’s facility, Big West will be obligated to continue to pay refining fees, including with respect to feedstock that Big West is unable to deliver due to the force majeure event. During any force majeure event with respect to OPCO’s units, Big West will be relieved of its obligation to deliver feedstock and pay refining fees, to the extent such obligations are affected by the force majeure event.

Events of default. With respect to an event of default (other than bankruptcy) under the refining agreement, the non-defaulting party must engage in mediation and a determination by Utah courts that an event of default has occurred before exercising its remedies. In addition, if Big West terminates the refining agreement in violation of the agreement, then Big West must pay OPCO as liquidated damages the present value of the anticipated refining fees (less anticipated payments to Big West under the services agreements and site lease) that would have been received by OPCO over the remainder of the term.

Term. The refining agreement has an initial term of 25 years and may be renewed thereafter if agreed by both parties.

For a more complete description of the refining agreement and the risks related to this agreement and other agreements relating to the operation of OPCO’s units, please see “Business—Agreements with Affiliates” and “Risk Factors—Risks Related to Our Business.” See also “Business—OPCO Process Units” and “Business—Historical Throughput and Production” for historical data relating to the throughput and production of OPCO’s units.

Risk Factors

An investment in our common units involves risks associated with our business operations and the operations of the Salt Lake refining complex generally, the state of the refining industry, the credit of Big West, the terms of our contractual agreements with Big West, regulatory and legal matters, our limited partnership structure, conflicts of interest with Flying J and Big West and the tax characteristics of our common units. Those risks are described under the caption “Risk Factors” immediately following this summary beginning on page 22.

Index to Financial Statements

Formation Transactions and Partnership Structure

We are a Delaware limited partnership formed on December 3, 2007 to hold an interest in OPCO which will acquire, own and operate the Salt Lake refining complex’s MSCC unit and alkylation unit, which were historically owned by Big West.

In connection with this offering and the related formation transactions:

•

Big West will cause to be transferred to OPCO the Salt Lake refining complex’s MSCC unit and alkylation unit;

•

Big West will transfer to us a 34.999% limited partner interest in OPCO and a 100.0% membership interest in Big West Operating GP, LLC, which holds a 0.001% general partner interest in OPCO;

•

we will issue to our general partner, Big West GP, LLC, an indirect wholly owned subsidiary of Big West, a 2.0% general partner interest in us and all of our incentive distribution rights, which will entitle our general partner to increasing percentages of the cash we distribute in excess of $0.43125 per unit per quarter;

•

we will issue to the owner of our general partner 8,125,000 subordinated units;

•

we will enter into a new $130.0 million senior secured term loan and a $151.0 million senior unsecured term loan under our new credit facility and distribute the net proceeds of $280.0 million to Big West; and

•

we will sell 8,125,000 common units to the public in this offering, representing a 49.0% limited partner interest in us, and we will use the net proceeds as described in “Use of Proceeds.”

In addition, at or prior to the closing of this offering:

•

OPCO will enter into a refining agreement with Big West pursuant to which OPCO’s units will process feedstocks provided by Big West for per barrel refining fees;

•

OPCO will enter into other agreements with Big West relating to the operation of OPCO’s units, the sharing of various site services, a site lease and other matters; and

•

we and OPCO will enter into an omnibus agreement with Big West, Flying J, our general partner and other affiliates governing, among other things, indemnification obligations, our grant to Big West of a right of first refusal on any proposed transfer of certain assets, certain limitations on Flying J’s right to compete with us and Big West’s agreement to reimburse us for certain general and administrative expenses.

For further details on our agreements with Big West, Flying J and their affiliates, please read “Business—Agreements with Affiliates” and “Certain Relationships and Related Party Transactions.”

Holding Company Structure

We are a holding entity and will conduct our operations and business through controlled affiliates, as is common with publicly traded limited partnerships, to maximize operational flexibility. Initially, we will conduct all of our operations through OPCO. We intend to conduct additional operations in the future through wholly owned subsidiaries.

Index to Financial Statements

The following diagram depicts our organization and ownership structure after giving effect to the offering and the related formation transactions.

Organizational Structure After the Formation Transactions


Public common units	49.0	%
Subordinated units owned by the owner of our general partner	49.0	%
General partner interest	2.0	%

Total	100.0	%

LOGO

Flying J Inc. is a private company approximately 86% of whose voting securities are owned by various limited liability companies owned by, and trusts established for the benefit of, certain surviving family members of Flying J’s founder, O. Jay Call.

Index to Financial Statements

Management and Ownership of Big West Oil Partners, LP

Big West GP, LLC, our general partner, has sole responsibility for conducting our business and for managing our operations. Flying J indirectly owns our general partner. The President and Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer and all of the non-independent directors of Big West GP, LLC also serve as executive officers or directors of Flying J Inc. or one of its affiliates. For more information about these individuals and relationships, please read “Management—Directors and Executive Officers of Big West GP, LLC.”

Our wholly owned subsidiary, Big West Operating GP, LLC, the general partner of OPCO, will manage OPCO’s operations and activities. The board of directors of our general partner has the authority to appoint and elect the officers of Big West Operating GP, LLC. Certain directors and officers of our general partner also serve as executive officers of OPCO’s general partner. The partnership agreement of OPCO will provide that certain actions relating to OPCO must be approved by the board of directors of our general partner on our behalf. These actions will include, among other things, establishing estimated maintenance capital, turnaround and other cash reserves and the determination of the amount of quarterly distributions by OPCO to its partners, including us. Please read “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—OPCO Partnership Agreement and Big West Operating GP, LLC Limited Liability Company Agreement.”

Our general partner will not receive any management fee or other compensation in connection with its management of our business but will be entitled to be reimbursed for all direct and indirect expenses incurred on our behalf. Our general partner will also be entitled to distributions on its general partner interest and, if specified requirements are met, on its incentive distribution rights. Please read “Certain Relationships and Related Party Transactions” and “Management—Reimbursement of Expenses of Our General Partner.”

Unlike shareholders in a publicly traded corporation, our unitholders will not be entitled to elect the directors of our general partner. Big West will elect all of the directors of our general partner. At least three of the directors will be independent, as defined under the independence standards of the NYSE, not later than one year following the listing of our units on the NYSE. We are not obligated to have, and we will not have, a majority of independent directors.

OPCO will enter into agreements with Big West relating to the operation of OPCO’s units, the sharing of various site services, a site lease and other matters.

Upon the closing of this offering, we and OPCO will enter into an omnibus agreement with Flying J, Big West, our general partner and others. This agreement addresses the following matters, among others: (i) Big West’s 25-year indemnification of us for certain potential environmental and toxic tort liabilities; (ii) our grant to Big West of a right of first refusal on any proposed transfer of assets that service the Salt Lake refining complex or our interests in OPCO; (iii) Flying J’s agreement for a period of five years following the closing of this offering not to create any new publicly traded limited partnership that (A) conducts the business of refining crude oil or other hydrocarbon products in the continental United States or (B) owns or operates the Longhorn refined products pipeline; and (iv) Big West’s agreement for a period of three years following the closing of this offering to reimburse us for general and administrative expenses that we will incur as a result of becoming a public partnership in excess of $1.5 million per year, including costs for annual and quarterly reports to unitholders, tax return and schedule K-1 preparation and distribution, investor relations, registrar and transfer agent fees, non-employee director compensation and additional insurance costs, including director and officer liability insurance. Please read “Business—Agreements with Affiliates” and “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Omnibus Agreement.”

Index to Financial Statements

Principal Executive Offices and Internet Address

Our principal executive offices are located at 1104 Country Hills Drive, Ogden, Utah 84403, and our telephone number is (801) 624-1000. Our website is located at http://www. .com. We will make our periodic reports and other information filed with or furnished to the Securities and Exchange Commission, or SEC, available, free of charge, through our website, as soon as reasonably practicable after those reports and other information are electronically filed with or furnished to the SEC. Information on our website or any other website is not incorporated by reference into this prospectus and does not constitute a part of this prospectus.

Summary of Conflicts of Interest and Fiduciary Duties

Big West GP, LLC, our general partner, has a legal duty to manage us in a manner beneficial to our unitholders. This legal duty originates in statutes and judicial decisions and is commonly referred to as a “fiduciary duty.” However, because our general partner is indirectly owned by Flying J, the officers and directors of Big West GP, LLC also have fiduciary duties to manage the business of our general partner in a manner beneficial to Flying J. In addition, the general partner of OPCO has a fiduciary duty to manage OPCO in a manner beneficial to us, as the general partner’s owner, and to OPCO’s limited partners, including us and Big West. OPCO’s general partner will be member managed and our general partner’s board of directors will appoint its officers. The board of directors of our general partner, which includes some of the directors and executive officers of Flying J and its affiliates, may resolve any conflict between the interests of us and our unitholders and Flying J and its affiliates, and has broad latitude to consider the interests of all parties to the conflict. The resolution of these conflicts may not be in the best interest of us or our unitholders.

As a result of these relationships, conflicts of interest may arise in the future between us and our unitholders, on the one hand, and Flying J and its other affiliates, including our general partner and OPCO, on the other hand. For a more detailed description of the conflicts of interest and fiduciary duties of our general partner, please read “Conflicts of Interest and Fiduciary Duties” and “Risk Factors—Risks Inherent in an Investment in Us.”

Our partnership agreement limits the liability and reduces the fiduciary duties of our general partner to our unitholders. Our partnership agreement also restricts the remedies available to unitholders for actions that might otherwise constitute a breach of our general partner’s fiduciary duties owed to unitholders. By purchasing a common unit, you are treated as having consented to various actions contemplated in our partnership agreement and conflicts of interest that might otherwise be considered a breach of fiduciary or other duties under applicable state law. Please read “Conflicts of Interest and Fiduciary Duties—Fiduciary Duties” for a description of the fiduciary duties imposed on our general partner by Delaware law, the material modifications of these duties contained in our partnership agreement and certain legal rights and remedies available to unitholders.

Index to Financial Statements

The Offering

Common units offered to the public

8,125,000 common units.

9,343,750 common units, if the underwriters exercise their option to purchase additional common units in full.

Units outstanding after this offering

8,125,000 common units and 8,125,000 subordinated units, each representing a 49.0% limited partner interest in us.

9,343,750 common units representing a 52.4% limited partner interest in us and 8,125,000 subordinated units representing a 45.6% limited partner interest in us, if the underwriters exercise their option to purchase additional common units in full.

Use of proceeds

We intend to use the net proceeds of approximately $148.0 million from this offering, after deducting underwriting fees, discounts and commissions and estimated offering expenses to:

•

purchase approximately $130.0 million of certificates of deposit, which will be assigned as collateral to secure the senior secured term loan under our new credit facility; and

•

make an $18.0 million cash distribution to Big West to reimburse it for certain capital expenditures.

We also anticipate that we will borrow approximately $130.0 million in secured term debt and $151.0 million in unsecured term debt under our new credit facility upon the closing of this offering, and we will distribute the $280.0 million aggregate amount of the proceeds of such borrowings (net of $1.0 million of financing fees) to Big West as partial consideration for the 35.0% interest in OPCO contributed to us upon the closing of this offering.

If the underwriters’ option to purchase additional common units is exercised, we will use the net proceeds to repay a portion of our unsecured term debt under our new credit facility.

Cash distributions

We intend to make minimum quarterly distributions of $0.37500 per unit per quarter ($1.50 per unit on an annualized basis) to the extent we have sufficient cash from operations after establishment of cash reserves and payment of fees and expenses, including payments to our general partner.

Within 45 days after the end of each fiscal quarter, beginning with the fiscal quarter ending April 30, 2008, we will distribute all of our available cash to unitholders of record on the applicable record date. We will adjust the minimum quarterly distribution for the period from the closing of the offering through the end of the quarter in which the offering occurs based on the actual length of the period. Our ability to pay our minimum quarterly distribution is subject to various restrictions and other factors described in more detail under the caption “Our Cash Distribution Policy and Restrictions on Distributions.”

Index to Financial Statements

Our partnership agreement requires us to distribute all of our cash on hand at the end of each quarter, less reserves established by our general partner. We refer to this cash as “available cash,” and we define its meaning in our partnership agreement, in “How We Make Cash Distributions—Distributions of Available Cash—Available Cash” and in the glossary of terms attached as Appendix B. The amount of available cash may be greater than or less than the minimum quarterly distribution to be distributed on all units.

In general, we will pay any cash distributions we make each quarter in the following manner:

•

first, 98.0% to the holders of common units and 2.0% to our general partner, until each common unit has received a minimum quarterly distribution of $0.37500 plus any arrearages from prior quarters;

•

second, 98.0% to the holders of subordinated units and 2.0% to our general partner, until each subordinated unit has received a minimum quarterly distribution of $0.37500; and

•

third, 98.0% to all unitholders, pro rata, and 2.0% to our general partner, until each unit has received a distribution of $0.43125.

If cash distributions to our unitholders exceed $0.43125 per common unit in any quarter, our general partner will receive increasing percentages, up to 50.0%, of the cash we distribute in excess of that amount. We refer to the amount of these distributions in excess of the 2.0% general partner interest as “incentive distributions.” Please read “How We Make Cash Distributions—General Partner Interest and Incentive Distribution Rights.”

Our pro forma cash available for distribution generated during the fiscal year ended January 31, 2007 and the twelve months ended October 31, 2007 would have been sufficient to allow us to pay the full minimum quarterly distribution on all common units and subordinated units. We believe that, based on the assumptions listed under the caption “Our Cash Distribution Policy and Restrictions on Distributions,” we will have sufficient cash from operations to enable us to pay the full minimum quarterly distribution for the twelve months ending January 31, 2009 on all common units and subordinated units.

Subordinated units

The owner of our general partner will initially own all of our subordinated units. The principal difference between our common units and subordinated units is that, in any quarter during the subordination period, holders of the subordinated units are entitled to receive the minimum quarterly distribution of $0.37500 per unit only after the common units have received the minimum quarterly distribution plus arrearages in the payment of the minimum quarterly distribution from prior quarters. Subordinated units will not accrue arrearages. The subordination period will end if we have earned and paid at least the annualized minimum quarterly distribution of $1.50

Index to Financial Statements

on each outstanding common unit and subordinated unit and the 2.0% general partner interest for any three consecutive, non-overlapping, four quarter periods ending on or after January 31, 2013 and there are no common unit arrearages.

When the subordination period ends, all subordinated units will convert into common units on a one-for-one basis, and the common units will no longer be entitled to arrearages.

Early conversion of the subordinated units

If we have earned and paid at least the annualized minimum quarterly distribution of $1.50 on each outstanding common unit and subordinated unit and the 2.0% general partner interest for any three consecutive, non-overlapping four-quarter periods ending on or after January 31, 2011 and there are no common unit arrearages, 25.0% of the subordinated units will convert into common units. If we meet these tests for any three consecutive, non-overlapping four-quarter periods ending on or after January 31, 2012, an additional 25.0% of the subordinated units will convert into common units. The early conversion of the second 25.0% of the subordinated units may not occur until at least one year after the early conversion of the first 25.0% of subordinated units.

In addition to the early conversion described above, if we have earned and paid from operating surplus at least $1.8750 (125% of the annualized minimum quarterly distribution) on each outstanding common unit and subordinated unit and the 2.0% general partner interest for any two consecutive, non-overlapping four-quarter periods ending on or after January 31, 2011 and there are no common unit arrearages, the subordination period will terminate automatically and all of the subordinated units will convert into an equal number of common units. Please read “How We Make Cash Distributions—Subordination Period—Early Conversion of Subordinated Units.”

Issuance of additional units

We may issue an unlimited number of additional units, including units that are senior in right of distributions, liquidation and voting to the common units, without obtaining unitholder approval. Please read “Units Eligible for Future Sale” and “The Partnership Agreement—Issuance of Additional Securities.”

Limited voting rights

Our general partner will manage and operate us. Unlike the holders of common stock in a corporation, you will have only limited voting rights on matters affecting our business. You will have no right to elect our general partner or its directors on an annual or other continuing basis. Our general partner may not be removed except by a vote of the holders of at least 66²/₃% of the outstanding units, including any units owned by our general partner and its affiliates, voting together as a single class. Upon consummation of this offering, the owner of our general partner will own 8,125,000 subordinated units, representing 50.0% of our outstanding units. This will give our general partner the practical ability to prevent its involuntary removal. Please read “The Partnership Agreement—Voting Rights.”

Index to Financial Statements

Limited call right

If at any time our general partner and its affiliates own more than 80% of the outstanding common units, our general partner has the right, but not the obligation, to purchase all of the remaining common units at a price not less than the then-current market price of the common units.

Estimated ratio of taxable income to distributions

We estimate that if you own the common units you purchase in this offering through the record date for distributions for the period ending January 31, 2011, you will be allocated, on a cumulative basis, an amount of federal taxable income for that period that will be % or less of the cash distributed to you with respect to that period. For example, if you receive an annual distribution of $ per unit, we estimate that your average allocable federal taxable income per year will be no more than $ per unit. The difference between the amount of cash distributed to you and your share of taxable income is attributable to various non-cash expenses, including depreciation that will be allocated to you. Please read “Material Tax Consequences—Tax Consequences of Unit Ownership—Ratio of Taxable Income to Distributions.”

Material tax consequences

For a discussion of other material federal income tax consequences that may be relevant to prospective unitholders who are individual citizens or residents of the United States, please read “Material Tax Consequences.”

Trading

We intend to apply to list our common units on the New York Stock Exchange under the symbol “BWO.”

Index to Financial Statements

Summary Historical Financial and Operating Data and Pro Forma Financial Data

The following table shows summary historical financial and operating data of Big West Oil Predecessor, the predecessor to Big West Oil Partners, LP, and pro forma financial data of Big West Oil Partners, LP for the periods and as of the dates indicated. The summary historical financial data as of January 31, 2005, 2006 and 2007 and October 31, 2006 and 2007 and for the fiscal years ended January 31, 2005, 2006 and 2007 and the nine months ended October 31, 2006 and 2007 are derived from the financial statements of Big West Oil Predecessor. The historical financial statements of Big West Oil Predecessor reflect all of the assets located in the Salt Lake refining complex, as well as, for periods on and after March 15, 2005, the refining complex in Bakersfield, California that Big West of California, LLC, a wholly owned subsidiary of Big West, acquired from Shell Oil Products U.S. The assets of our partnership on the closing date of the offering will consist only of our interests in OPCO. OPCO’s assets will consist only of the MSCC unit and the alkylation unit located at the Salt Lake refining complex. Accordingly, the historical financial statements reflect significantly larger asset values and results of operations than our partnership will have on the closing date of the offering. Moreover, Big West Oil Predecessor’s historical financial statements before and after the acquisition of the Bakersfield refining complex on March 15, 2005 are not directly comparable, because periods subsequent to the acquisition reflect the addition of the Bakersfield refining complex’s assets and results of operations. In addition, Big West expanded the crude unit at the Salt Lake refining complex in 2004 and expanded the MSCC unit and the alkylation unit at the Salt Lake refining complex in 2006, which resulted in increased throughput at that refinery subsequent to those expansions.

The summary pro forma financial data as of October 31, 2007 and for the fiscal year ended January 31, 2007 and the nine months ended October 31, 2007 are derived from the unaudited pro forma financial statements of Big West Oil Partners, LP. The pro forma adjustments have been prepared as if the transactions listed below had taken place on October 31, 2007 in the case of the pro forma balance sheet, or as of February 1, 2006 in the case of the pro forma statements of operations for the fiscal year ended January 31, 2007 and the nine months ended October 31, 2007. The pro forma financial data give pro forma effect to:

•

the contribution to OPCO of the Salt Lake refining complex’s MSCC unit and alkylation unit;

•

the transfer by Big West to us of a 34.999% limited partner interest in OPCO and a 100.0% interest in Big West Operating GP, LLC, which holds a 0.001% general partner interest in OPCO;

•

the issuance by Big West Oil Partners, LP to subsidiaries of Big West of 8,125,000 subordinated units, the 2.0% general partner interest represented by 331,633 general partner units, and the incentive distribution rights;

•

the sale by Big West Oil Partners, LP of 8,125,000 common units to the public at an assumed initial offering price of $20.00 per unit in this offering;

•

the payment of estimated underwriting commissions and other offering and transaction expenses;

•

the application of the net proceeds of the offering as described under “Use of Proceeds;”

•

our entry into a new $130.0 million senior secured term loan and a $151.0 million senior unsecured term loan under our new credit facility and the distribution of the net proceeds of $280.0 million to Big West; and

•

the entry by OPCO into the refining agreement, shared services agreement, master services agreement and site lease with Big West and its affiliates, and the entry by OPCO and us into the omnibus agreement with Flying J, Big West and their affiliates.

The following table includes the non-GAAP financial measures: Adjusted EBITDA, refining margin per barrel and cost of refining per barrel. For definitions of these non-GAAP financial measures and reconciliations to their most comparable GAAP financial measures, please read “—Non-GAAP Financial Measures” below.

Index to Financial Statements

We derived the information in the following table from, and that information should be read together with and is qualified in its entirety by reference to, the historical and pro forma combined financial statements and the accompanying notes included elsewhere in this prospectus. The table should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


	Big West Oil Predecessor Historical															Big West Oil Partners, LP Pro Forma
	Year Ended January 31,									Nine Months Ended October 31,						Year Ended January 31,			Nine Months Ended October 31,
	2005			2006			2007			2006			2007			2007			2007
										(unaudited)						(unaudited)
	(in thousands, except for per unit and operating data)
Statement of Operations Data:
Sales	$	715,700		$	2,016,973		$	2,410,078		$	1,877,505		$	2,217,862		$	—		$

Operating costs and expenses:
Cost of products (exclusive of depreciation and amortization)		619,726			1,729,022			2,149,090			1,675,995			1,877,854			—
Cost of refining (exclusive of depreciation and amortization)		24,945			133,200			140,257			108,193			122,696			—
Selling, general and administrative		4,785			10,216			12,208			8,758			14,509			1,500	^(a)		1,125
Depreciation and amortization		6,130			19,220			18,748			13,523			20,778			—
Gain on sale of other assets		—			—			(838	)		(396	)		(3,077	)		—

Total operating costs and expenses		655,586			1,891,658			2,319,465			1,806,073			2,032,760			1,500			1,125

Income from operations		60,114			125,315			90,613			71,432			185,102			(1,500	)		(1,125	)

Other income (expense):
Interest expense, net		(958	)		(2,150	)		219			336			1,332			(10,475	)		(7,856	)
Loss on derivative activities		(7,084	)		(18,106	)		(2,528	)		469			(4,003	)		—
Income (loss) from investments in affiliated companies^(b)		—			—			—									35,393			26,806

Total other income (expenses)		(8,042	)		(20,256	)		(2,309	)		805			(2,671	)		24,918			18,950

Net income	$	52,072		$	105,059		$	88,304		$	72,237		$	182,431		$	23,418		$	17,825

General partner interest in net income																$	468		$	356
Limited partner interest in net income attributable to common units																	12,188			9,141
Limited partner interest in net income attributable to subordinated units																	10,762			8,328
Basic and diluted pro forma net income per limited partner unit:
Common units (basic and diluted)																$	1.50		$	1.13
Subordinated units (basic and diluted)																	1.32			1.02
Weighted average units:
Common units (basic and diluted)																	8,125,000			8,125,000
Subordinated units (basic and diluted)																	8,125,000			8,125,000

Cash Flow Data:
Cash flows provided by operating activities	$	49,319		$	165,369		$	58,518		$	56,356		$	194,852
Cash flows used in investing activities		(31,726	)		(211,277	)		(150,328	)		(114,375	)		(138,354	)
Cash flows provided by (used in) financing activities		(19,856	)		47,250			90,480			58,072			(52,047	)

Index to Financial Statements


	Big West Oil Predecessor Historical										Big West Oil Partners, LP Pro Forma
	Year Ended January 31,						Nine Months Ended October 31,				Year Ended January 31,			Nine Months Ended October 31,
	2005		2006		2007		2006		2007		2007			2007
							(unaudited)				(unaudited)
	(in thousands, except for operating data)
Other Data:
Adjusted EBITDA^(c)	$	66,244	$	144,535	$	109,361	$	84,955	$	205,880	$	35,387		$	26,802
Capital expenditures		21,726		35,330		151,418		114,990		141,543		—	^(h)		—	^(h)
Balance Sheet Data (end of period):
Total assets	$	173,903	$	475,716	$	659,368	$	595,181	$	877,531				$	146,250
Total debt		22,211		35,392		146,571		115,452		180,200					281,000
Total liabilities		88,374		238,135		360,339		311,363		486,871					281,000
Member’s equity		85,529		237,581		299,029		283,818		390,660					—
Partners’ capital		—		—		—		—		—					(134,750	)

Operating Data:
Salt Lake refining complex throughput (bpd)^(e)		29,520		32,027		30,426		29,699		30,630
Bakersfield refining complex throughput (bpd)^(e)		—		56,874		54,671		55,166		64,526

Big West consolidated throughput (bpd)		29,520		88,901		85,097		84,865		95,156
Big West consolidated throughput (in millions of barrels)		10.8		30.1		31.1		23.2		26.0
Salt Lake refining complex sales (bpd)		36,858		32,953		31,565		31,487		31,273
Bakersfield refining complex sales (bpd)		—		55,675		56,555		56,310		68,907
Per barrel of crude throughput:
Salt Lake refining complex refining margin (per barrel of throughput)^(f)	$	8.88	$	11.10	$	14.88	$	15.74	$	24.12
Bakersfield refining complex refining margin (per barrel of throughput)^(f)		—		8.61		4.80		4.91		7.85
Big West consolidated refining margin (per barrel of throughput)^(f)		8.88		9.58		8.40		8.70		13.09
Salt Lake refining complex cost of refining per barrel^(g)		2.31		2.43		2.84		2.83		3.18
Bakersfield refining complex cost of refining per barrel^(g)		—		5.71		5.45		5.66		5.45
Big West consolidated cost of refining per barrel^(g)		2.31		4.43		4.52		4.67		4.72

(a)

Consists of estimated additional general and administrative expenses we will incur as a result of being a publicly traded partnership, such as costs associated with annual and quarterly reports to unitholders, tax return and Schedule K-1 preparation and distribution, investor relations and registrar and transfer agent fees, non-employee director compensation and additional insurance costs, including director and officer liability insurance.

(b)

Reflects our 35.0% share of OPCO’s earnings based on the refining fees OPCO would have received under the refining agreement using historical throughput volumes.

(c)

Please read “—Non GAAP Financial Measures” below for a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to its most comparable GAAP financial measures.

Index to Financial Statements

(d)

Consists of $130.0 million of term debt secured by certificates of deposit and $151.0 million of unsecured term debt.

(e)

Total refinery throughput represents the total crude oil and other feedstock inputs in the refinery production process.

(f)

Please read “—Non-GAAP Financial Measures” below for a definition of refining margin per barrel and a reconciliation of refining margin per barrel to its most comparable GAAP financial measure.

(g)

Please read “—Non-GAAP Financial Measures” below for a definition of cost of refining per barrel and a reconciliation of cost of refining per barrel to its most comparable GAAP financial measure.

(h)

Capital expenditures of approximately $5.1 million for the year ended January 31, 2007 and approximately $16.7 million for the twelve months ended October 31, 2007 were made to upgrade OPCO’s units. These expenditures were assumed to be funded by cash contributions from Big West and are therefore not reflected in pro forma capital expenditures.

Non-GAAP Financial Measures

Adjusted EBITDA. Adjusted EBITDA represents earnings before income tax expense, interest expense, depreciation and amortization, gains or losses on derivative activities and the effect of straight line rents. However, Adjusted EBITDA is not a recognized measurement under accounting principles generally accepted in the United States, or GAAP. Our management believes that the presentation of Adjusted EBITDA is useful to investors because it is frequently used by security analysts, investors and other interested parties in the evaluation of companies in the refining industry. In addition, our management believes that Adjusted EBITDA is useful for the following reasons:

•

Adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry. Our calculation of Adjusted EBITDA eliminates the effects of financing, income taxes, derivative activities and depreciation and amortization, all of which may vary for different companies for reasons unrelated to overall operating performance.

•

Management uses Adjusted EBITDA as a measure of operating performance and return on capital and, therefore, public disclosure of Adjusted EBITDA calculated in the same manner is important in explaining how management evaluates our partnership.

•

We expect that our new credit facility will require us to maintain a minimum ratio of Adjusted EBITDA to interest expense. In computing Adjusted EBITDA under our new credit facility, we expect we will be required to include deferred revenue (which excludes the effect of straight line rents) and exclude loss on derivative activities. We believe it is important to maintain consistency between the way we report Adjusted EBITDA and the way we are required to calculate Adjusted EBITDA for purposes of our new credit facility.

•

Adjusted EBITDA is a frequently used financial measure for evaluating cash available for distribution.

Adjusted EBITDA should not be considered as an alternative to net income, operating income, net cash provided by operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income and operating income and these measures may vary among other companies. Therefore, Adjusted EBITDA as presented may not be comparable to similarly titled measures of other companies.

Index to Financial Statements

The following table reconciles EBITDA and Adjusted EBITDA to net income and net cash provided by (used in) operating activities for the periods presented:


	Big West Oil Predecessor Historical															Big West Oil Partners, LP Pro Forma
	Year Ended January 31,									Nine Months Ended October 31,						Year Ended January 31, 2007		Nine Months Ended October 31, 2007
	2005			2006			2007			2006			2007			Year Ended January 31, 2007		Nine Months Ended October 31, 2007
										(unaudited)						(unaudited)
	(dollars in thousands)
Reconciliation of EBITDA and Adjusted EBITDA to net income:
Net income	$	52,072		$	105,059		$	88,304		$	72,237		$	182,431		$	23,418	$	17,825
Interest expense (revenue), net		958			2,150			(219	)		(336	)		(1,332	)		10,475		7,856
Income tax expense		—			—			—			—			—			—		—
Depreciation and amortization		6,130			19,220			18,748			13,523			20,778			—		—

EBITDA		59,160			126,429			106,833			85,424			201,877			33,893		25,681
Deferred revenue^(a)		—			—												1,494		1,121
Loss (gain) on derivative activities		7,084			18,106			2,528			(469	)		4,003			—		—

Adjusted EBITDA	$	66,244		$	144,535		$	109,361		$	84,955		$	205,880		$	35,387	$	26,802

Reconciliation of EBITDA and Adjusted EBITDA to net cash provided by operating activities:
Net cash provided by operating activities	$	49,319		$	165,369		$	58,518		$	56,356		$	194,852
Interest expense, net		958			2,150			(219	)		(336	)		(1,332	)
Other		(554	)		(1,104	)		77			(397	)		2,241
Change in working capital:
Trade receivables		3,634			50,373			(11,051	)		(7,570	)		28,805
Trade receivables from affiliated companies		(500	)		2,167			7,620			(3,714	)		(5,083	)
Inventories		15,718			34,681			9,550			14,843			60,035
Prepaid expenses and other assets		1,970			12,836			27,948			11,488			11,656
Accounts payable and accrued liabilities		(11,004	)		(138,115	)		14,273			15,363			(84,681	)
Accounts payable to affiliated companies		(576	)		(102	)		911			(1,103	)		(4,398	)
Other liabilities		195			(1,826	)		(794	)		494			(218	)

EBITDA		59,160			126,429			106,833			85,424			201,877
Loss (gain) on derivative activities		7,084			18,106			2,528			(469	)		4,003

Adjusted EBITDA	$	66,244		$	144,535		$	109,361		$	84,955		$	205,880

(a)

The refining agreement provides for minimum refining fees for 25 years. OPCO has determined that the minimum refining fees for the first 24 years under the refining agreement are fixed lease payments that are required under GAAP to be recorded on a straight-line basis over the 25-year life of the agreement. Minimum required payments under the refining agreement in excess of the recognized revenue will be recorded as deferred revenue which is expected to be recognized at the end of the refining agreement.

Index to Financial Statements

Refining margin per barrel. Refining margin per barrel is calculated by dividing the difference between sales and cost of products by total throughput volumes. Cost of products sold does not include any depreciation or amortization. Refining margin is a non-GAAP performance measure that we believe is useful to investors in evaluating refinery performance, because it serves as a general indication of the amount above cost of products that a refinery is able to sell refined products. Refining margin per barrel is used by management to evaluate performance and compare profitability to other companies in the refining industry. Each of the components used in this calculation (sales and cost of products (exclusive of depreciation and amortization)) can be reconciled directly to the statement of income. Our calculation of refining margin may differ from similar calculations of other companies in the refining industry, thereby limiting its usefulness as a comparative measure. The following table reconciles refining margin per barrel to gross profit for the periods presented:


	Big West Oil Predecessor
	Year Ended January 31,						Nine Months Ended October 31,
	2005		2006		2007		2006		2007
							(unaudited)
	(dollars in thousands)
Sales	$	715,700	$	2,016,973	$	2,410,078	$	1,877,505	$	2,217,862
Cost of products (exclusive of depreciation and amortization)		619,726		1,729,022		2,149,090		1,675,995		1,877,854
Depreciation and amortization		6,130		19,220		18,748		13,523		20,778

Gross profit		89,844		268,731		242,240		187,987		319,230
Plus depreciation and amortization		6,130		19,220		18,748		13,523		20,778

Refining margin	$	95,974	$	287,951	$	260,988	$	201,510	$	340,008

Refining margin per barrel	$	8.88	$	9.58	$	8.40	$	8.70	$	13.09
Gross profit per barrel	$	8.32	$	8.94	$	7.80	$	8.11	$	12.29

Cost of refining per barrel. Cost of refining per barrel is calculated by dividing cost of refining by total throughput volumes. Cost of refining does not include any depreciation or amortization. Cost of refining per barrel is a non-GAAP performance measure that we believe is useful to investors in evaluating refinery performance, because it serves as a general indication of the amount above cost of refining that a refinery is able to sell refined products. Cost of refining per barrel is used by management to evaluate the efficiency of operations. Each of the components used in this calculation (cost of refining (exclusive of depreciation and amortization)) can be reconciled directly to the statement of income. Our calculation of cost of refining per barrel may differ from similar calculations of other companies in the refining industry, thereby limiting its usefulness as a comparative measure. The following table reconciles cost of refining per barrel to cost of refining (exclusive of depreciation and amortization) for the periods presented:


	Big West Oil Predecessor
	Year Ended January 31,						Nine Months Ended October 31,
	2005		2006		2007		2006		2007
							(unaudited)
	(dollars in thousands)
Cost of refining (exclusive of depreciation and amortization)	$	24,945	$	133,200	$	140,257	$	108,193	$	122,696
Depreciation and amortization		6,130		19,220		18,748		13,523		20,778

Cost of refining	$	31,075	$	152,420	$	159,005	$	121,716	$	143,474

Cost of refining (exclusive of depreciation and amortization) per barrel	$	2.31	$	4.43	$	4.52	$	4.67	$	4.72
Cost of refining per barrel	$	2.88	$	5.07	$	5.12	$	5.25	$	5.52

Index to Financial Statements

RISK FACTORS

Limited partner interests are inherently different from common stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. You should consider carefully the following risk factors together with all of the other information included in this prospectus in evaluating an investment in our common units.

The following risks could materially and adversely affect our business, financial condition or results of operations. In that case, we might not be able to pay the minimum quarterly distribution on our common units, the trading price of our common units could decline and you could lose all or part of your investment.

Risks Related to Our Business

We may not have sufficient cash from operations to enable us to pay the minimum quarterly distribution on our common units and subordinated units.

Initially, our cash flow will be generated exclusively from cash distributions from OPCO, and OPCO’s cash flow will be generated exclusively from payments by Big West under the refining agreement. The level of payments made by Big West will depend upon its ability to pay its minimum obligations under the refining agreement and its ability and desire to increase volumes above the minimums specified in the refining agreement, which in turn are dependent upon, among other things, the level of production at the Salt Lake refining complex and the margins Big West receives for its production there. If Big West is unable to generate sufficient cash flow from its operations to meet its obligations under the refining agreement, OPCO will not have sufficient available cash to distribute to us to enable us to pay the minimum quarterly distribution on all our units.

In addition, the actual amount of cash OPCO will have available for distribution to us will depend on other factors, including:

•

the level of fees and expense reimbursements OPCO makes to Big West and its affiliates under the services agreements and the site lease;

•

the level of general and administrative expenses we incur;

•

the level of capital expenditures OPCO makes;

•

debt service requirements and other liabilities;

•

restrictions on distributions contained in debt instruments;

•

our ability and OPCO’s ability to borrow funds and access capital markets;

•

the amount of any cash reserves, including reserves for future maintenance capital expenditures, working capital and other matters, established by the board of directors of our general partner; and

•

fluctuations in future working capital needs.

OPCO’s limited partnership agreement provides that it will distribute its available cash to its partners on a quarterly basis. OPCO’s available cash includes cash on hand less any reserves that may be appropriate for operating its business. The amount of OPCO’s quarterly distributions, including the amount of cash reserves not distributed, will be determined by the board of directors of our general partner.

The amount of cash OPCO generates from operations may differ materially from its profit or loss for the period, which will be affected by non-cash items. As a result of this and the other factors mentioned above, OPCO may make cash distributions during periods when it records losses and may not make cash distributions during periods when it records positive net income.

Index to Financial Statements

The assumptions underlying our estimate of cash available for distribution are inherently uncertain and are subject to significant business, economic, financial, regulatory and competitive risks and uncertainties that could cause us to have insufficient cash to pay the minimum quarterly distribution on our common units and subordinated units.

Our estimate of cash available for distribution for the twelve months ending January 31, 2009 set forth in “Cash Distribution Policy and Restrictions on Distributions” is based on assumptions that are inherently uncertain and are subject to significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those estimated. If we do not achieve the estimated results, we may not be able to pay the full minimum quarterly distribution or any amount on the common units or subordinated units, in which event the market price of the common units may decline materially.

OPCO is subject to the credit risk of Big West on all of its revenues, and Big West’s leverage and creditworthiness could adversely affect our ability to make distributions to our unitholders.

Our ability to make distributions to unitholders will be entirely dependent on Big West’s ability to meet its minimum contractual obligations under the refining agreement. If Big West defaults on its obligations, our ability to make distributions to our unitholders would be reduced or eliminated. Neither Flying J nor any of its affiliates has guaranteed the payment or performance of Big West’s obligations to us under the refining agreement or any of the services agreements. Also, neither Flying J nor any of its affiliates has any contractual obligation to purchase any refined products from Big West at either the Salt Lake refining complex or the Bakersfield refining complex. Flying J accounted for approximately 42.7%, 42.0% and 41.2% of the refined product sales at the Salt Lake refining complex for the fiscal years ended January 31, 2006 and 2007 and the nine months ended October 31, 2007, respectively. Big West has not pledged any assets to us as security for the performance of its obligations.

Big West has not agreed with us to limit its ability to incur indebtedness, pledge or sell assets or make investments and we have no control over the amount of indebtedness Big West incurs, the assets it pledges or sells or the investments it makes. Big West is not itself a reporting company under the Exchange Act and therefore will not publicly release periodic financial information that investors could use to assess its financial condition or creditworthiness as a counterparty under the refining agreement and the related site agreements. Big West will not have a credit rating upon completion of the offering.

Big West’s only income generating assets are refining assets and Big West’s business is subject to numerous business, operational and regulatory risks as described below. The refining business has historically been volatile. Big West owns the Bakersfield refining complex through a subsidiary that is under no obligation to make cash distributions to Big West and may enter into agreements or incur obligations restricting its ability to make distributions.

If Big West were to become bankrupt, a court might characterize our agreements with Big West to be executory contracts and might permit Big West to assume or reject these agreements. Rejection would give rise to a claim by OPCO for damages for breach of the agreements, and Big West might be unable to pay those damages in full, if at all. Also, rejection might prevent OPCO from continuing to receive the services from Big West or from receiving the services on the same terms.

OPCO depends on Big West for all of its revenues, and if Big West were unable to meet its minimum obligations under the refining agreement, our ability to make distributions to unitholders would be reduced or eliminated.

Big West may be unable to generate enough cash flow from operations to meet its minimum obligations under the refining agreement for a variety of reasons, including the following:

•

turnarounds and other scheduled and unscheduled maintenance at the Big West facility;

•

competition from other refineries that may be able to supply Big West’s end-user markets on a more cost-effective basis;

Index to Financial Statements

•

operational problems at the Big West facility or the Bakersfield refining complex, such as catastrophic events, labor difficulties or environmental proceedings, regulatory action or requirements or litigation that compel the cessation of all or a portion of the operations of Big West;

•

the inability of Big West to obtain feedstocks (particularly black wax crude oil and condensate) for its refineries at competitive prices; or

•

a general reduction in demand for Big West’s refined products due to:

•

a local or national recession or other adverse economic condition that results in lower spending by businesses and consumers on gasoline, diesel fuel and travel;

•

higher gasoline prices due to higher crude oil prices, higher taxes or stricter environmental regulations;

•

a shift by consumers to more fuel-efficient or alternative fuel vehicles or an increase in fuel economy, whether as a result of technological advances by manufacturers, legislation mandating higher fuel economy or otherwise; or

•

loss of customers by Big West, including its primary customer, Flying J, or credit problems with Big West’s customers.

If Big West were unable to meet its minimum payment obligations to us as a result of any one or more of these factors, our ability to make distributions to our unitholders would be reduced or eliminated.

Big West’s ability to meet its payment obligations under the refining agreement may be impaired if it realizes low refining margins for a sustained period of time.

Big West’s profitability and its incentive to continue to operate the Big West facility and to maximize throughput at OPCO’s units is primarily affected by the margins between fuel prices and the prices for crude oil and other feedstocks. The cost to acquire feedstocks, the availability of feedstocks and the prices at which Big West can ultimately sell refined products depend upon numerous factors beyond its control. Historically, refining margins have been volatile, and they are likely to continue to be volatile in the future. If the margin between refined products prices and crude oil and other feedstock prices contracts, it could negatively affect the volumes Big West puts through OPCO’s units in excess of the minimum commitment under the refining agreement or its ability to meet its payment obligations under the refining agreement and, accordingly, our results of operations. A prolonged period of adverse refining margins could provide an incentive for Big West to shut down the Big West facility. Big West has no obligation to continue to operate the Big West facility, and may shut down its facility at any time in its sole discretion, which would make it more difficult for Big West to satisfy its obligations under the refining agreement.

The prices at which Big West sells fuel and other refined products are strongly influenced by the commodity price of crude oil, which is highly volatile. Generally, an increase or decrease in the price of crude oil results in a corresponding increase or decrease in the price of fuel and other refined products. However, if crude oil prices increase, Big West’s operating margins will fall unless it is able to pass along these price increases to its customers. Big West may not be able to pass on all or any portion of the increased crude oil costs to those customers. Big West historically has made limited use of commodity forward contracts to manage a portion of the risks associated with commodity price fluctuations but has not been able to eliminate this risk. Prices of crude oil, other feedstocks and refined products depend on numerous factors beyond Big West’s control, including the supply of and demand for crude oil, other feedstocks, gasoline, diesel and other refined products. Such supply and demand are affected by, among other things, changes in global and local economic conditions, domestic and foreign demand for fuel products, worldwide political conditions, the level of foreign and domestic production and importation of crude oil and refined products, U.S. government regulations, and local factors, including the availability of crude oil and other feedstocks, the demand for refined products, the availability of transportation to move feedstocks and refined products to and from refineries, the level of operations of nearby refineries, other market conditions, weather conditions and natural disasters.

Index to Financial Statements

Big West’s ability to meet its payment obligations under the refining agreement may be impaired if it is unable to contract for sufficient volumes of crude oil feedstock.

In order to maintain production levels at the Salt Lake refining complex, Big West must continually contract for new crude oil supplies. A material decrease in crude oil production from the fields that supply the Salt Lake refining complex, as a result of depressed commodity prices, lack of drilling activity, natural production declines or otherwise, could result in a decline in the volume of crude oil OPCO refines. For example, black wax and yellow wax crude oil production levels are particularly sensitive to price declines because they are priced at a significant discount to WTI crude oil. The Salt Lake refining complex would lose its cost advantage that has recently resulted in favorable refining margins if sufficient supply of these feedstocks were no longer available. In addition, OPCO’s and our future growth will depend in part upon whether Big West can contract for additional supplies of crude oil at a greater rate than the rate of natural decline in its currently connected supplies. Fluctuations in crude oil prices can greatly affect production rates and investments by third parties in the development of new oil reserves. Drilling activity generally decreases as crude oil prices decrease. OPCO and Big West have no control over the level of drilling activity in the areas of operations, the amount of reserves underlying the wells and the rate at which production from a well will decline or producers or their production decisions, which are affected by, among other things, prevailing and projected energy prices, demand for hydrocarbons, geological considerations, governmental regulation and the availability and cost of capital. If Big West experiences difficulties in contracting for supplies of crude oil for the Salt Lake refining complex, its production levels will fall and Big West may not be able to meet its payment obligations under the refining agreement.

Big West’s ability to meet its payment obligations under the refining agreement may be impaired if the Big West facility is not operational for any sustained period of time.

OPCO’s MSCC unit and alkylation unit are dependent on the process units in the Salt Lake refining complex retained by Big West, such as the crude unit for feedstocks and other process units for further refining products. OPCO is also dependent upon the proper maintenance and efficient and safe functioning of the process units of the Salt Lake refining complex that Big West has retained, as well as the related logistics, storage and other infrastructure at the Salt Lake refining complex. If the unavailability of these process units rendered Big West unable to meet its payment obligations, then our ability to make distributions to our unitholders would be materially adversely affected.

Big West’s ability to meet its payment obligations under the refining agreement may be impaired if transportation of crude oil to or refined products from the Salt Lake refining complex is unavailable.

Big West depends upon third-party pipelines and trucks to transport crude oil to the Salt Lake refining complex and upon pipelines, trucks and railcars to transport refined products from the Salt Lake refining complex to end user markets. If any of these third-party pipelines or railcars become unavailable to transport crude oil feedstock or refined products because of accidents, government regulation, terrorism or other events, Big West’s ability to meet its payment obligations under the refining agreement may be impaired, which could materially adversely affect our ability to make distributions to our unitholders.

Big West’s ability to meet its payment obligations under the refining agreement may be impaired if Big West loses existing customers or is unable to attract new customers as a result of competition.

The refining industry is highly competitive. The Salt Lake refining complex is one of five refineries competing in the Salt Lake City market. Big West’s competitors include large, integrated, major or independent oil companies that, because of their more diverse operations, larger refineries and stronger capitalization, may be better positioned than Big West to withstand volatile industry conditions, including shortages or excesses of crude oil or refined products or intense price competition at the wholesale level. Many of Big West’s competitors obtain a significant portion of their feedstocks from company-owned production; competitors that have their own significant production are at times able to offset losses from refining operations with profits from producing operations, and may be better positioned to withstand periods of depressed refining margins or feedstock shortages. If Big West is unable to compete effectively, Big West may lose existing customers or fail to acquire new customers, which could have a

Index to Financial Statements

material adverse effect on its ability to meet its payment obligations under the refining agreement, which would reduce OPCO’s operating results and cash available for distribution to our unitholders.

Because the refining agreement with Big West is presently OPCO’s only source of revenue, our ability to make distributions would be reduced or eliminated if Big West’s obligations under the refining agreement were suspended or terminated.

Big West’s obligations to deliver feedstock and pay refining fees under the refining agreement may be temporarily suspended to the extent OPCO is unable to perform its obligations caused by any of certain events outside the reasonable control of OPCO. Such events include, for example, acts of God or calamities which affect the operation of OPCO’s units; certain labor difficulties (whether or not the demands of the employees are within the power of OPCO to concede); and governmental orders or laws not brought about by an act or omission by OPCO. In addition, Big West is not obligated to pay any refining fees with respect to any period during which OPCO’s units are not operating due to scheduled or unscheduled maintenance or turnarounds. A suspension of Big West’s obligations under the refining agreement would reduce OPCO’s revenues and cash flows, and could materially adversely affect our ability to make distributions to our unitholders.

OPCO is only entitled to increase the refining fees charged under the refining agreement to cover increases in its operating costs under the services agreements, not increases in capital expenditures or our public partnership costs, which could reduce our net operating profit.

OPCO does not have the right to increase the refining fees charged under the refining agreement without Big West’s consent, except that the refining fees will permanently increase to cover increases in operating costs. Any such refining fee increase will occur in the year following the cost increase experienced by OPCO and will not be retroactive.

The refining fees will not increase to cover increases in OPCO’s capital expenditures or in our public partnership costs, which could reduce our net operating profit. Although OPCO currently expects to reserve approximately $1.5 million per year to fund maintenance capital expenditures, including lost revenue during turnarounds, it is possible that actual maintenance capital expenditures or lost revenue during turnarounds will average materially more than $1.5 million per year. This estimate is based on our assumption that OPCO’s units will require a turnaround every five years and that each turnaround will result in four weeks of lost revenue. OPCO’s maintenance capital expenditures and lost revenue during turnarounds could increase for various reasons, including the following:

•

turnarounds being required more frequently than every five years or lasting longer than four weeks;

•

increases in the cost of labor or materials;

•

changes in environmental or other governmental laws or regulations;

•

environmental or other legal proceedings;

•

changes in customer requirements; and

•

the aging of OPCO’s units.

Since Big West will not reimburse OPCO for increases in capital expenditures or lost revenue during turnarounds, any increase in these expenditures or lost revenue over the 25-year term of the refining agreement will result in less cash available for us to distribute to our unitholders.

The fee structure of the refining agreement will limit OPCO’s ability to take advantage of favorable market developments.

The refining agreement limits OPCO’s ability to take advantage of widening crack spreads or other favorable market developments. Under these circumstances, OPCO may not be in a position to enable its

Index to Financial Statements

partners, including us, to benefit from favorable market developments through increased distributions. In addition, under these circumstances, OPCO may be disadvantaged relative to those of its competitors that are in a better position to take advantage of widening crack spreads.

If Big West terminates the refining agreement in violation of the agreement, including because it chooses to shut down the Big West facility for economic reasons, our damages under the agreement may not be sufficient for us to continue to pay distributions to our unitholders.

If Big West terminates the refining agreement in violation of the agreement, including if it shuts down the Big West facility for any reason, then Big West has agreed to pay us liquidated damages equal to the present value of the anticipated refining fees (less operating expenses and capital expenditures) that OPCO would have received over the remainder of the term. Since the calculation of such present value involves the determination of a number of variables, including the volumes to be throughput through OPCO’s units over the remainder of the term, the level of operating expenses and capital expenditures that will be spent by OPCO and the appropriate discount rate, there can be no assurance that OPCO would receive sufficient cash to compensate it for the termination of the refining agreement.

If the refining agreement terminates, Big West may also terminate the services agreements and the site lease. OPCO’s units cannot continue to operate at the Salt Lake refining complex without the provision of certain services that are provided by Big West under the services agreements and a valid leasehold interest on the property underlying OPCO’s refining assets.

If we do receive liquidated damages, we may invest the proceeds in assets that do not perform as expected and produce less cash flow than the refining agreement. In addition, under Utah law, the law governing the refining agreement, a court may hold that the liquidated damages provision is unenforceable, in which case we may not be entitled to the full amount of the liquidated damages under the refining agreement. In addition, even if OPCO were entitled to receive the full amount of liquidated damages under the refining agreement, Big West may be unable to pay these liquidated damages, in full or in part.

Also, if OPCO no longer has operating assets, we will face an increased risk of being treated as an “investment company.” Please read “—Risks Inherent in an Investment in Us—If we cease to control OPCO, we may be deemed to be an investment company under the Investment Company Act of 1940.”

If OPCO is unable to renew or extend the refining agreement or the other agreements with Big West upon expiration of these agreements, our ability to make distributions in the future would be materially adversely affected and the value of our units would decline.

Big West’s obligations under the refining agreement and the related services agreements and site lease terminate after 25 years, unless extended by mutual agreement. If OPCO were unable to reach agreement with Big West on a renewal or extension of these agreements then our ability to make distributions on our common units would be materially adversely affected and the value of our common units would decline.

OPCO may find it difficult to sell its units at the Salt Lake refining complex should it seek to sell them.

Because OPCO’s units are located at the Salt Lake refining complex and are optimized for use by the Big West facility, Big West may be the only logical purchaser for OPCO’s units, and Big West has no obligation to purchase OPCO’s units. Even if a third party purchaser for OPCO’s units did exist, the market price for OPCO’s units could be significantly discounted because, absent an agreement between the third party purchaser and Big West for provision of certain site services and a leasehold interest in the land underlying OPCO’s units, the units might only be useful to the third party if they were removed and installed at another refining complex. Big West has no obligation to enter into any agreements with a purchaser of OPCO’s units. In addition, any transfer of OPCO’s units to a third party would trigger Big West’s right of first refusal, which may further discount the price a third party is willing to pay.

Index to Financial Statements

OPCO depends upon Big West for numerous services and for its labor force.

In connection with this offering, OPCO will enter into a shared services agreement and a master services agreement with Big West pursuant to which Big West will be obligated to provide OPCO operating and other key site services. Big West will provide the services of certain of its employees, who will act as OPCO’s agents in operating and maintaining OPCO’s units. If these agreements are terminated or if Big West or its affiliates fail to satisfactorily provide these services or employees, OPCO would be required to hire labor, provide these services internally or find a third-party provider of these services. Any services or labor OPCO chooses to provide internally may not be as cost effective as those that Big West or its affiliates provide, particularly in light of OPCO’s lack of experience as an independent organization. If OPCO is required to obtain these services or labor from a third party, it may be unable to do so in a timely, efficient and cost-effective manner, the services or labor it receives may be inferior to or more costly than those that Big West is currently providing, or such services and labor may be unavailable. Given the integration of OPCO’s units and the Big West facility at the Salt Lake refining complex, it may not be practical for us or for a third party to provide site services or labor for OPCO’s units separately.

Because OPCO’s process units have limited functions and are integrated with the Big West facility, OPCO may be unable to compete effectively for third-party refining business.

OPCO’s assets consist of the MSCC unit and the alkylation unit located at the Salt Lake refining complex. These process units can produce only a limited range of refined products for which there is a limited market. The input of the MSCC unit consists largely of gas oils, and the output of the alkylation unit consists largely of high octane gasoline blending stocks. These units do not produce a broad range of fuels and other hydrocarbon products, and the majority of products they do produce require further processing to meet all applicable legal requirements and the needs of many customers. As a result, OPCO’s units are unlikely to be able to compete effectively for customers other than Big West or its affiliates. In addition, these units are integrated with the Big West facility and the functioning of these units has been optimized to service Big West’s refining and marketing supply chain and for the operating requirements of the Big West facility. OPCO does not currently own or lease storage tanks and other equipment necessary in order for OPCO to throughput product on behalf of a third party. If OPCO were to refine products on behalf of third parties, OPCO may need to lease tanks and related facilities from Big West at an additional cost, and this expense would reduce OPCO’s profits. OPCO also may not be in a position to change its operations to adapt to different market conditions or customer requirements if its plans are not compatible with those of Big West for the other process units in the Salt Lake refining complex. It may be difficult or costly to connect OPCO’s units to feedstock supply or offtake locations outside of the Salt Lake refining complex. In addition, it may be difficult for OPCO to compete effectively for the business of unrelated third parties, which may have requirements different from those of Big West. Therefore, in the event Big West declines to use the full capacity of OPCO’s units, OPCO may not be able to attract sufficient business to generate replacement revenues from third parties. Even if OPCO were able to attract third-party business, OPCO’s ability to enter into third-party processing contracts is limited solely to available excess capacity, since Big West has reserved the substantial majority of capacity at OPCO’s units through its minimum throughput and offtake commitments under the refining agreement.

OPCO’s ability to receive greater cash flows from increases in the throughput at the Salt Lake refining complex is limited.

OPCO’s ability to increase throughput volumes through its assets is constrained by the capacity limitations of those assets, which are currently operating at close to full capacity. As discussed above, there are various factors that might cause Big West not to throughput more than the minimum volumes at OPCO’s units. Our forecast under “Our Cash Distribution Policy and Restrictions on Distributions” assumes OPCO will continue to process volumes in excess of the minimum volumes. On a pro forma basis, had OPCO received only the minimum payments under the refining agreement, our distributable cash flow would have been reduced by approximately $88,000 for the year ended January 31, 2007. Furthermore, the per barrel refining fees OPCO receives on any volumes throughput in excess of the contractual minimums are significantly less than the per barrel refining fees for the minimum volumes. Specifically, OPCO will receive $29.00 per barrel for the first

Index to Financial Statements

10,000 bpd of gas oil processed at the MSCC Unit in any semi-annual period and $5.00 per barrel for any barrels of gas oil processed in excess of 10,000 bpd during that semi-annual period, and OPCO will receive $19.00 per barrel for the first 2,000 bpd of alkylate produced at the alkylation unit and $3.00 per barrel for any barrel of alkylate in excess of 2,000 bpd during that semi-annual period. As a result, we anticipate only minimal increases in our cash flow due to increases in throughput by Big West at the Salt Lake refining complex.

OPCO’s ability to increase its cash flow by processing feedstocks for itself or for third parties is limited by the refining agreement. OPCO’s ability to refine for itself or for third parties is limited to available excess capacity, since Big West has reserved the substantial majority of capacity at OPCO’s units through its minimum throughput and offtake commitments under the refining agreement. The refining agreement provisions may prohibit OPCO from competing effectively for third party business for this excess capacity. For example, so long as Big West is not in default under the refining agreement, each month Big West has the first right to use any excess capacity at OPCO’s units, and OPCO may use the excess capacity that Big West declines to use, if any, only on a spot market basis. Thus, OPCO will have limited advance notice to market its available excess capacity, and excess capacity might not be available in any given month. In addition, in order to provide Big West an opportunity to exercise its first right to use excess capacity, OPCO may not enter into a third-party processing contract to use excess capacity unless Big West has failed to pay for its minimum throughput or offtake commitment, as applicable, for six consecutive months. Any such third party contract is limited to a maximum duration of six months. These restrictions may deter third party customers that are seeking to process volumes greater than the available excess capacity amount or that desire processing contracts with terms longer than six months, and may also limit OPCO’s ability to mitigate its damages in the event of a default by Big West on its payment commitments under the refining agreement.

Our reconfiguration and enhancement of assets may not result in revenue increases and is subject to regulatory, environmental, political, legal and economic risks, which could adversely affect OPCO’s and our business, operating results, cash flows and financial condition.

OPCO’s units are integrated with the Big West facility and the functioning of these units has been optimized for the operating requirements of the Big West facility. OPCO’s ability to increase production volumes is limited by the configuration of the Salt Lake refining complex. The construction of additions or modifications to OPCO’s units would involve numerous regulatory, environmental, political and legal uncertainties beyond our and OPCO’s control and would require significant amounts of capital. If OPCO were to undertake a project, it might not be completed on schedule or at the budgeted cost, or at all. Moreover, OPCO’s and our revenues may not increase immediately upon the expenditure of funds on a particular project. For instance, if OPCO’s units are expanded, the construction may occur over an extended period of time, and we will not receive any material increases in revenues until the project is completed.

We face significant hurdles in making acquisitions on economically favorable terms that will enable us to increase our distributions to unitholders.

A principal focus of our strategy is to increase the per unit cash distribution on our units by expanding our business through the purchase of additional assets. Our ability to achieve this strategy is subject to a number of factors beyond our control, including the following:

•

Flying J and its affiliates have no obligation to offer us the opportunity to purchase from them assets they currently own, including additional interests in OPCO, or assets they acquire in the future.

•

Flying J and its affiliates may face legal or business hurdles in contributing or selling assets to OPCO or to us. Tax considerations may affect the willingness of Flying J and its affiliates to sell assets to us for cash. Provisions in Big West’s or Flying J’s existing or future credit agreements could restrict their ability to sell or contribute assets to us.

•

We will rely on Flying J and its affiliates to identify and evaluate for us prospective assets or businesses for acquisition. Flying J and its affiliates are not obligated to present us with acquisition opportunities

Index to Financial Statements

and are permitted under our partnership agreement to take these opportunities for themselves. Because Big West controls our general partner, we will not be able to pursue or consummate any acquisition opportunity unless Big West causes us to do so.

•

Flying J and its affiliates, including Big West, will not be restricted under our partnership agreement or the omnibus agreement or any other agreement from owning assets or engaging in businesses that compete directly or indirectly with us, provided that they do not compete through the vehicle of a new publicly traded partnership that (1) conducts the business of refining crude oil or other hydrocarbon products in the continental United States or (2) owns or operates the Longhorn refined products pipeline. Flying J and Big West are large, established participants in the energy business, and each has significantly greater resources and experience than we have, which may make it more difficult for us to compete with them.

•

Even if Flying J and its affiliates offer OPCO or us an opportunity to buy assets from them or from third parties, OPCO or we may not be able to consummate any such acquisition for several reasons, including an inability to agree on acceptable purchase terms, an inability to obtain financing for the purchase on acceptable terms, the lack of required regulatory approvals, and restrictions in credit facilities, indentures or other contracts.

•

We may be outbid by competitors for third party assets.

If Flying J and its affiliates decline to present us with, or successfully compete against us for, acquisition opportunities, or if we are unable to consummate any acquisition opportunities we have, we will be unable to increase our distributions, which could adversely affect the market price of our units. Please read “Conflicts of Interest and Fiduciary Duties” for a discussion about the ability of Flying J and its affiliates to compete with us.

Even if we do make acquisitions that we believe will be accretive, these acquisitions may nevertheless result in a decrease in the cash generated from operations per common unit.

Any acquisition involves potential risks, including, among other things:

•

performance by the acquired assets and businesses that is below the forecasts we used in evaluating the acquisition;

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a significant increase in our indebtedness and working capital requirements;

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an inability to timely and effectively integrate the operations of recently acquired businesses or assets, particularly those in new geographic areas or in new lines of business;

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the incurrence of substantial unforeseen environmental and other liabilities arising out of the acquired businesses or assets, including liabilities arising from the operation of the acquired businesses or assets prior to our acquisition, for which we are not indemnified or for which the indemnity is inadequate;

•

the diversion of management’s attention from other business concerns; and

•

customer or key employee losses at the acquired businesses.

If we consummate any future acquisitions, our capitalization and results of operations may change significantly, and you will not have the opportunity to evaluate the economic, financial and other relevant information that we will consider in determining the application of our funds and other resources.

We may be unable to obtain needed capital or financing on satisfactory terms, which could adversely affect our ability to maintain or grow our cash distribution rate.

To fund the development and maintenance of our existing assets and pursue acquisitions of additional assets or ownership interests in OPCO, we will need to use our cash reserves and cash generated from our operations, additional borrowings or the proceeds from the issuance of additional partnership interests, or some combination

Index to Financial Statements

thereof, which could limit our ability to pay distributions at the then current distribution rate. The use of cash generated from operations to fund development and acquisition activities will reduce cash available for distribution to our unitholders. Our ability to obtain bank financing or to access the capital markets for future equity or debt offerings may be limited by our financial condition at the time of any such financing or offering, the covenants that will be contained in our new credit facility or future debt agreements, adverse market conditions or other contingencies and uncertainties that are beyond our control. Our failure to obtain the funds necessary for future development, maintenance and acquisition activities could materially adversely affect our business, results of operations, financial condition and ability to pay distributions and limit our growth. Even if we are successful in obtaining the necessary funds, the terms of such financings could limit our ability to pay distributions to our unitholders. In addition, incurring additional debt may significantly increase our interest expense and financial leverage, and issuing additional partnership interests may result in significant unitholder dilution thereby increasing the aggregate amount of cash required to maintain the then current distribution rate, which could have a material adverse effect on our ability to pay distributions at the then current distribution rate.

The dangers inherent in operations at the Salt Lake refining complex could cause disruptions in OPCO’s operations and could expose us to potentially significant losses, costs or liabilities. OPCO is particularly vulnerable to disruptions in its operations because all of its refining operations are conducted within a refining complex that it does not operate.

Operations at the Salt Lake refining complex, including OPCO’s units, are subject to significant hazards and risks inherent in refining operations and in transporting and storing crude oil, intermediate products and refined products. These hazards and risks include, but are not limited to, fires, explosions, pipeline ruptures and spills, natural disasters, third-party interference and mechanical failures at the Salt Lake refining complex or facilities of third parties. These hazards and risks could result in supply, production and distribution difficulties and disruptions, environmental compliance problems or releases of petroleum or petroleum constituents, personal injury or wrongful death claims and other damage to our properties and the properties of others. The Salt Lake refining complex is located in a flood zone and a seismic risk zone and could sustain flood damage or earthquake damage.

Because all of OPCO’s refining operations are conducted at only the Salt Lake refining complex, any such events affecting OPCO’s units could significantly disrupt its production and distribution of refined products, and any sustained disruption could have a material adverse effect on our business, financial condition and results of operations. Moreover, such events could impair or prevent Big West’s performance under the refining agreement. OPCO’s operations are subject to significant interruption, and its cash from operations could be materially adversely affected, if either OPCO’s units or any other part of the Salt Lake refining complex experience a major accident or fire, are damaged by severe weather or other natural disaster, or otherwise are forced to curtail operations or shut down. These hazards could result in substantial losses due to personal injury and/or loss of life, severe damage to, and destruction of property and equipment and releases of petroleum or petroleum constituents or other environmental impacts and may result in curtailment or suspension of our and/or Big West’s operations.

In addition, OPCO’s units consist of processing units which will require periodic maintenance. One or both of the units may require additional unscheduled down time for unanticipated maintenance or repairs that are more frequent than our scheduled turnaround for each unit every five years. Scheduled and unscheduled maintenance reduce OPCO’s and our revenues during the period of time that OPCO’s units are not operating. Because OPCO does not have any other refining assets, it would have no operating cash flow during any such interruption.

The potential limits on insurance coverage could expose us to potentially significant liability costs.

We and OPCO are not fully insured against all risks incident to our business. Furthermore, we and OPCO may be unable to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies have increased and could

Index to Financial Statements

escalate further. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage. If we were to incur a significant liability for which we were not fully insured, it could have a material adverse effect on our financial position and ability to make distributions to unitholders. OPCO’s current business interruption insurance at the Salt Lake refining complex will not apply unless a business interruption exceeds 45 days. In addition, although Big West maintains an environmental insurance policy covering certain environmental liabilities at the Salt Lake refining complex, that policy provides maximum coverage of only $4.0 million for each loss and maximum aggregate coverage of only $8.0 million over the policy period.

We and OPCO share the majority of our insurance policies with Big West. These policies contain caps on the insurer’s maximum liability under the policy, and claims made by either Big West or us are applied against the caps. The possibility exists that, in any event in which we or OPCO wish to make a claim under a shared insurance policy, our claim could be denied or only partially satisfied due to claims made by Big West against the policy cap.

A substantial portion of OPCO’s refining workforce is unionized, and it could face labor disruptions that would interfere with OPCO’s operations.

Under OPCO’s services agreements with Big West, certain employees of Big West at the Salt Lake refining complex will act as OPCO’s agents in operating and maintaining OPCO’s process units. As of October 31, 2007, the Salt Lake refining complex employed 142 people, 94 of whom were covered by a collective bargaining agreement. The collective bargaining agreement with respect to employees at the Salt Lake refining complex expires on April 16, 2009. Big West may not be able to renegotiate the collective bargaining agreement on satisfactory terms or at all. A failure to do so may increase Big West’s costs or cause Big West to limit or halt operations in the Salt Lake refining complex before a new agreement is reached. In addition, Big West’s existing labor agreements may not prevent a strike or work stoppage in the future, and any such work stoppage could have a material adverse effect on OPCO’s results of operations and financial condition and our ability to make distributions to unitholders.

We and OPCO may incur substantial costs or disruptions in our business if we cannot obtain or maintain necessary permits and authorizations or otherwise comply with health, safety, environmental and other laws and regulations.

OPCO’s operations require numerous permits and authorizations under various laws and regulations. These authorizations and permits are subject to revocation, renewal or modification and can require operational changes to limit impacts or potential impacts on the environment and/or health and safety. OPCO’s processes are subject to variable conditions, and it might not always be in compliance with applicable permit requirements. Additional violations of permit conditions or other legal requirements could result in increased fines, criminal sanctions, permit revocations, injunctions and/or facility shutdowns. In addition, any major changes in our operations may require modifications to the existing permits applicable to OPCO or upgrades to OPCO’s existing pollution control equipment. From time to time, the Salt Lake refining complex has been investigated for alleged violations of health, safety, environmental and other laws. If a lawsuit or enforcement proceeding were commenced or resolved against OPCO or us, we could incur significant costs and liabilities. Moreover, because the permits and authorizations for OPCO’s air emissions, water discharges and waste handling activities cover the entire Salt Lake refining complex, compliance by the Salt Lake refining complex with those permits or other applicable requirements of federal, state or local environmental laws may affect our ability to obtain and maintain the permits and authorizations that are necessary for operation of OPCO’s units. In addition, because the permits and authorizations for OPCO’s operations are obtained and held by Big West, we have no control over the process of obtaining and maintaining the permits and authorizations required for operation of OPCO’s units. If Big West fails to obtain or maintain the permits necessary to operate OPCO’s units, the units may have to be shut down and we would have limited recourse against Big West for the resulting loss of cash flows. Any or all of these matters could have a material adverse effect on OPCO’s results of operations and cash flows. Please read “Business—Environmental, Health and Safety Matters.”

Index to Financial Statements

OPCO is subject to compliance with stringent environmental laws and regulations that may expose it to substantial costs and liabilities.

OPCO’s refining operations are subject to stringent and complex federal, state and local environmental laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. These laws and regulations impose numerous obligations that are applicable to OPCO’s operations, including the acquisition of permits to conduct regulated activities, the incurrence of significant capital expenditures to limit or prevent releases of materials from OPCO’s units and related facilities, and the incurrence of substantial costs and liabilities for pollution resulting both from OPCO’s operations and from those of prior owners. Numerous governmental authorities, such as the EPA and state agencies, have the power to enforce compliance with these laws and regulations and the permits issued under them, often requiring difficult and costly actions. Failure to comply with environmental laws, regulations, permits and orders may result in the assessment of administrative, civil, and criminal penalties, the imposition of remedial obligations, and the issuance of injunctions limiting or preventing some or all of OPCO’s operations. Because the permits and authorizations for OPCO’s air emissions, water discharges and waste handling activities are held by Big West, compliance by the Salt Lake refining complex with those permits or other applicable requirements of federal, state or local environmental laws may affect our ability to obtain and maintain the permits and authorizations that are necessary for our business.

There is inherent risk of incurring significant environmental costs and liabilities in the operation of OPCO’s units and related facilities due to the handling of petroleum hydrocarbons and wastes, air emissions and water discharges related to OPCO’s operations, and historical operations and waste disposal practices by prior owners. OPCO currently owns or operates properties that for many years have been used for industrial activities, including refining operations. Petroleum hydrocarbons or wastes have been released in the past on or under the properties to be owned or operated by OPCO. Joint and several strict liability may apply to releases of petroleum hydrocarbons and wastes on, under or from OPCO’s properties and facilities. Private parties, including the owners of properties adjacent to OPCO’s operations and facilities where OPCO’s petroleum hydrocarbons or wastes are taken for reclamation or disposal, may also have the right to pursue legal actions for various remedies including affirmative requirements to address alleged non-compliance with environmental laws and regulations or applicable permits, reimbursement of the costs of addressing releases of hazardous materials and damages for personal injury or property damage. OPCO may not be able to recover some or any of these costs from insurance or other sources of indemnity.

In addition, new laws and regulations, new interpretations of existing laws and regulations, increased governmental enforcement or other developments such as unanticipated remediation obligations and emissions control expenditures and claims for penalties or damages could require us to make additional unforeseen expenditures or result in substantial costs or liabilities. Many of these laws and regulations are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time. We are not able to predict the impact of new or changed laws or regulations or changes in the ways that such laws or regulations are administered, interpreted or enforced. The requirements to be met, as well as the technology and length of time available to meet those requirements, continue to develop and change. To the extent that the costs associated with meeting any of these requirements are substantial and not adequately provided for, our results of operations, cash flows and ability to make distributions to our unitholders could be materially adversely affected.

OPCO is subject to strict regulations regarding employee safety, and failure to comply with these regulations could adversely affect our ability to make distributions to our unitholders.

The workplaces associated with OPCO’s units are subject to the requirements of the federal Occupational Safety and Health Act (“OSHA”) and comparable state statutes that regulate the protection of the health and safety of workers. In addition, the OSHA hazard communication standard requires that OPCO maintain information about hazardous materials used or produced in its operations and that OPCO provide this information to employees, state and local government authorities, and local residents. Failure to comply with OSHA requirements, including general

Index to Financial Statements

industry standards, record keeping requirements and monitoring of occupational exposure to regulated substances, could adversely affect our ability to make distributions to our unitholders if OPCO is subjected to fines or significant compliance costs.

Our debt level may limit our flexibility in obtaining additional financing, in pursuing other business opportunities and paying distributions to you.

At the closing of this offering, we expect to have $281.0 million in outstanding indebtedness under our new credit facility. Our level of indebtedness could have important consequences to us, including the following:

•

our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;

•

covenants contained in our existing and future credit and debt arrangements will require us to meet financial tests that may affect our flexibility in planning for and reacting to changes in our business, including possible acquisition opportunities;

•

we will need a substantial portion of our cash flow to make principal and interest payments on our indebtedness, reducing the funds that would otherwise be available for operations, future business opportunities and distributions to unitholders;

•

our debt level will make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our business or the economy generally; and

•

our debt level may limit our flexibility in responding to changing business and economic conditions.

Our ability to service our indebtedness will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. If our operating results are not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing distributions, reducing or delaying our business activities, acquisitions, investments and/or capital expenditures, selling assets, restructuring or refinancing our indebtedness, or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms, or at all. If OPCO incurs indebtedness in the future, its indebtedness will pose the same risks to our distributions as described above.

Our new credit facility will contain operating and financial restrictions that may restrict our business and financing activities.

The operating and financial restrictions and covenants in our new credit facility and any future financing agreements for OPCO or us could restrict its and our ability to finance future operations or capital needs or to engage, expand or pursue our business activities. For example, we anticipate that our new credit facility will restrict our ability to:

•

grant liens;

•

make certain loans or investments;

•

incur additional indebtedness or guarantee other indebtedness;

•

make any material change to the nature of our business;

•

make any material dispositions of assets;

•

enter into a merger, consolidation, sale leaseback transaction or purchase of assets; or

•

make distributions if any potential default or event of default occurs.

We anticipate that we also will be required to comply with certain financial covenants and ratios. Our ability to comply with the covenants and restrictions contained in the new credit facility may be affected by events

Index to Financial Statements

beyond our control, including prevailing economic, financial and industry conditions. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we violate any of the restrictions, covenants, ratios or tests in the new credit facility, a significant portion of our indebtedness may become immediately due and payable, and the lenders’ commitment to make further loans to us may terminate. We might not have, or be able to obtain, sufficient funds to make these accelerated payments. In addition, our obligations under the new credit facility will be secured by substantially all of our assets, and if we are unable to repay our indebtedness under the new credit facility, the lenders could seek to foreclose on our assets.

The credit and risk profiles of Big West and Flying J could materially adversely affect our credit ratings and risk profile, which could increase our borrowing costs or hinder our ability to raise capital.

The credit and business risk profiles of Big West and Flying J, including the degree of their financial leverage and the level of their dependence on cash flow from us to service their indebtedness, are factors that may be considered by third parties in evaluating our credit for various reasons, including the following:

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all of OPCO’s assets are located at the Salt Lake refining complex;

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OPCO leases the land on which its assets are located from Big West;

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we and OPCO have no employees of our own and depend upon Big West’s employees;

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Big West is OPCO’s sole counterparty;

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Flying J is Big West’s primary customer for diesel and one of Big West’s primary customers for gasoline at the Salt Lake refining complex; and

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Big West and Flying J control our general partner’s board of directors and therefore our decisions about cash distributions, borrowings, capital expenditures and acquisitions.

If we were to seek a credit rating in the future, our credit rating may be materially adversely affected by the leverage of Big West and Flying J, as credit rating agencies such as Standard & Poor’s and Moody’s may consider the leverage and credit profile of Big West and Flying J because of their ownership interest in and control of us and the strong operational links between Big West and us. Flying J does not have a credit rating and Big West will not have a credit rating upon completion of the offering. Any adverse effect on any credit rating we may be assigned would increase our cost of borrowing or hinder our ability to raise financing in the capital markets, which would impair our ability to grow our business and make distributions to unitholders.

In connection with this offering we will enter into an omnibus agreement with Big West, Flying J and our general partner regarding certain administrative cost reimbursement, commercial, indemnification and competition matters. Any material nonperformance by Big West under our omnibus agreement could materially and adversely impact our ability to operate and make distributions to unitholders. For more information, please read “Certain Relationships and Related Party Transactions—Agreements Governing the Transactions—Omnibus Agreement.”

An increase in interest rates may cause the market price of our common units to decline.

Like all equity investments, an investment in our common units is subject to certain risks. In exchange for accepting these risks, investors may expect to receive a higher rate of return than would otherwise be obtainable from lower-risk investments. Accordingly, as interest rates rise, the ability of investors to obtain higher risk-adjusted rates of return by purchasing government-backed debt securities may cause a corresponding decline in demand for riskier investments generally, including yield-based equity investments such as publicly traded limited partnership interests. Reduced demand for our common units resulting from investors seeking other more favorable investment opportunities may cause the trading price of our common units to decline.

Index to Financial Statements

Risks Inherent in an Investment in Us

Big West will indirectly own a 49.0% limited partner interest in us and will indirectly own and control our general partner, which has sole responsibility for conducting our business and managing our operations. Our general partner and its affiliates have conflicts of interest and limited fiduciary duties, which may permit them to favor their own interests to your detriment.

Following the offering, Big West will indirectly own a 49.0% limited partner interest in us. In addition, Big West will indirectly own our general partner. Conflicts of interest may arise between our general partner and its affiliates, on the one hand, and us and our unitholders, on the other hand. As a result of these conflicts, the general partner may favor its own interests and the interests of its affiliates over the interests of our unitholders. These conflicts include, among others, the following situations:

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neither our partnership agreement nor any other agreement requires Big West to pursue a business strategy that favors us. Our general partner’s officers and directors have a fiduciary duty to make these decisions in the best interest of Big West, which may be contrary to our interests;

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our general partner is allowed to take into account the interests of parties other than us, such as its affiliates, in resolving conflicts of interest, which has the effect of limiting its fiduciary duty to our unitholders;

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our general partner has limited its liability and reduced its fiduciary duties under our partnership agreement and has also restricted the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty. As a result of purchasing common units, unitholders consent to some actions and conflicts of interest that might otherwise constitute a breach of fiduciary or other duties under applicable state law;

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our general partner determines the amount and timing of asset purchases and sales, borrowings, issuance of additional partnership securities, and reserves, each of which can affect the amount of cash that is distributed to unitholders;

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our general partner determines which costs incurred by it and its affiliates are reimbursable by us;

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our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf;

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affiliates of our general partner may engage in competition with us under certain circumstances and are not obligated to offer business opportunities to us or to offer to contribute or sell additional assets to us;

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our general partner determines the amount and timing of any capital expenditures and whether a capital expenditure is a maintenance capital expenditure, which reduces operating surplus, or a capital expenditure for acquisitions or capital improvements, which does not. This determination can affect the amount of cash that is distributed to our unitholders and the ability of the subordinated units to convert to common units;

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in some instances, our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make a distribution on the subordinated units, to make incentive distributions or to accelerate the expiration of the subordination period;

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neither we nor OPCO will have any employees and will depend upon the officers and employees of Big West, who will also devote significant time to the business of Big West and will be compensated by Big West for the services rendered to it;

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our partnership agreement permits us to classify up to $15.0 million as operating surplus, even if it is generated from asset sales or long-term borrowings, which can be used to fund distributions on the subordinated units or the incentive distribution rights;

Index to Financial Statements

•

our general partner intends to limit its liability regarding our contractual and other obligations;

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our general partner may exercise its right to call and purchase common units if it and its affiliates own more than 80.0% of our common units;

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our general partner controls the enforcement of obligations owed to us by our general partner and its affiliates; and

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our general partner decides whether to retain separate counsel, accountants, or others to perform services for us.

Please read “Conflicts of Interest and Fiduciary Duties.”

OPCO’s general partner owes fiduciary duties to OPCO and OPCO’s other partner, Big West, which may conflict with the interests of us and our unitholders.

Conflicts of interest may arise as a result of the relationships between us and our unitholders, on the one hand, and OPCO, its general partner and its other limited partner, Big West, on the other hand. Big West owns a 65.0% limited partner interest in OPCO and controls our general partner, which appoints the officers of OPCO’s general partner. The officers of OPCO’s general partner have fiduciary duties to manage OPCO in a manner beneficial to us, as such general partner’s owner. At the same time, OPCO’s general partner has a fiduciary duty to manage OPCO in a manner beneficial to OPCO’s limited partners, including Big West. The board of directors of our general partner may resolve any such conflict and has broad latitude to consider the interests of all parties to the conflict. The resolution of these conflicts may not always be in the best interest of us or our unitholders.

For example, conflicts of interest may arise in the following situations:

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the allocation of shared overhead expenses to OPCO and us;

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the interpretation and enforcement of contractual obligations between us and our affiliates, on the one hand, and OPCO, on the other hand;

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the determination and timing of the amount of cash to be distributed to OPCO’s partners and the amount of cash to be reserved for the future conduct of OPCO’s business;

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the decision as to whether OPCO should make asset or business acquisitions or dispositions, and on what terms;

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the determination or the amount and timing of OPCO’s capital expenditures;

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the determination of whether OPCO should use cash on hand, borrow or issue equity to raise cash to finance maintenance or expansion capital projects, repay indebtedness, meet working capital needs or otherwise; and

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any decision we make to engage in business activities independent of, or in competition with, OPCO.

The fiduciary duties of the officers and directors of our general partner may conflict with those of the officers of OPCO’s general partner.

Our general partner’s officers and directors have fiduciary duties to manage our business in a manner beneficial to us and our partners. However, the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer and all of the non-independent directors of our general partner also serve as executive officers of OPCO’s general partner and executive officers or directors of Big West, Flying J or their affiliates, and, as a result, have fiduciary duties, among others, to manage the business of OPCO in a manner beneficial to OPCO and its partners, including Big West. Consequently, these officers and directors may encounter situations in which their fiduciary obligations to OPCO or Big West, on one hand, and us, on the other hand, are in conflict. The

Index to Financial Statements

resolution of these conflicts may not always be in the best interest of us or our unitholders. For a more detailed description of the conflicts of interest involving our general partner, please read “Conflicts of Interest and Fiduciary Duties.”

Our partnership agreement limits our general partner’s fiduciary duties to our unitholders and restricts the remedies available to unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.

Our partnership agreement contains provisions that reduce the standards to which our general partner would otherwise be held by state fiduciary duty law. For example, our partnership agreement:

•

permits our general partner to make a number of decisions in its individual capacity, as opposed to in its capacity as our general partner. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner. Examples include the exercise of its limited call right, its rights to transfer or vote the units it owns, its registration rights and its determination whether or not to consent to any merger or consolidation of our partnership or amendment to our partnership agreement;

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provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as it acted in good faith, meaning it believed the decision was in the best interests of our partnership;

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generally provides that affiliated transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of our general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us. In determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us;

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provides that our general partner and its officers and directors will not be liable for monetary damages to us or our limited partners for any acts or omissions unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that the general partner or those other persons acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that such person’s conduct was criminal; and

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provides that in resolving conflicts of interest, it will be presumed that in making its decision the general partner or its conflicts committee acted in good faith, and in any proceeding brought by or on behalf of any limited partner or us, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.

In order to become a limited partner of our partnership, a common unitholder is required to agree to be bound by the provisions in the partnership agreement, including the provisions discussed above. Please read “Conflicts of Interest and Fiduciary Duties—Fiduciary Duties.”

Unitholders have limited voting rights and are not entitled to elect our general partner or its directors.

Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management’s decisions regarding our business. Unitholders did not elect our general partner or its board of directors, and will have no right to elect our general partner or its board of directors on an annual or other continuing basis. The board of directors of our general partner is chosen by the members of our general partner. Furthermore, if the unitholders were dissatisfied with the performance of our general partner, they will have little ability to remove our general partner. As a result of

Index to Financial Statements

these limitations, the price at which the common units will trade could be diminished because of the absence or reduction of a takeover premium in the trading price.

Even if unitholders are dissatisfied, initially they cannot remove our general partner without its consent.

The unitholders will be unable initially to remove the general partner without its consent because the owner of our general partner will own sufficient units upon completion of the offering to be able to prevent its removal. The vote of the holders of at least 66²/₃% of all outstanding units voting together as a single class is required to remove the general partner. Following the closing of this offering, the owner of our general partner will own 50.0% of our units. Also, if our general partner is removed without cause during the subordination period and units held by our general partner and its affiliates are not voted in favor of that removal, all remaining subordinated units will automatically convert into common units and any existing arrearages on the common units will be extinguished. A removal of the general partner under these circumstances would adversely affect the common units by prematurely eliminating their distribution and liquidation preference over the subordinated units, which would otherwise have continued until we had met certain distribution and performance tests.

Cause is narrowly defined in our partnership agreement to mean that a court of competent jurisdiction has entered a final, non-appealable judgment finding our general partner liable for actual fraud or willful misconduct in its capacity as our general partner. Cause does not include most cases of charges of poor management of the business, so the removal of our general partner during the subordination period because of the unitholders’ dissatisfaction with our general partner’s performance in managing our partnership will most likely result in the termination of the subordination period.

Our partnership agreement restricts the voting rights of those unitholders owning 20% or more of our common units.

Unitholders’ voting rights are further restricted by the partnership agreement provision providing that any units held by a person that owns 20% or more of any class of units then outstanding, other than our general partner, its affiliates, their transferees, and persons who acquired such units with the prior approval of the board of directors of our general partner, cannot vote on any matter. Our partnership agreement also contains provisions limiting the ability of unitholders to call meetings or to acquire information about our operations, as well as other provisions limiting the unitholders’ ability to influence the manner or direction of management.

Control of our general partner may be transferred to a third party without unitholder consent.

Our general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of the unitholders. Furthermore, our partnership agreement does not restrict the ability of the members of our general partner from transferring their respective membership interests in our general partner to a third party. The new members of our general partner would then be in a position to replace the board of directors and officers of our general partner with their own choices and thereby control the decisions taken by the board of directors.

If we cease to control OPCO, we may be deemed to be an investment company under the Investment Company Act of 1940.

If we cease to manage and control OPCO and are deemed to be an investment company under the Investment Company Act of 1940 because of our ownership of OPCO partnership interests, we would either have to register as an investment company under the Investment Company Act, obtain exemptive relief from the U.S. Securities and Exchange Commission or modify our organizational structure or our contract rights to fall outside the definition of an investment company. Registering as an investment company could, among other things, materially limit our ability to engage in transactions with affiliates, including the purchase and sale of certain securities or other property to or from our affiliates, restrict our ability to borrow funds or engage in other

Index to Financial Statements

transactions involving leverage, and require us to add additional directors who are independent of us or our affiliates.

You will experience immediate and substantial dilution of $28.19 in net tangible book value per common unit.

The assumed initial public offering price of $20.00 per unit exceeds our pro forma net tangible book value of $(8.19) per unit. Based on an assumed initial public offering price of $20.00 per unit, you will incur immediate and substantial dilution of $28.19 per common unit. This dilution results primarily because the assets contributed by our general partner and its affiliates are recorded at their historical cost, and not their fair value, in accordance with GAAP. Please read “Dilution.”

We do not have our own officers and employees and rely solely on the officers and employees of our general partner and its affiliates to manage our business and affairs.

We do not have our own officers and employees and rely solely on the officers and employees of our general partner and its affiliates to manage our business and affairs. Affiliates of our general partner and Big West conduct businesses and activities of their own in which we have no economic interest, including businesses and activities relating to the partnership. If these separate activities are significantly greater than our activities, there could be material competition for the time and effort of the officers and employees who provide services to our general partner, Big West and their affiliates. If the officers of our general partner and the employees of Big West and their affiliates do not devote sufficient attention to the management and operation of our business, our financial results may suffer and our ability to make distributions to our unitholders may be reduced.

We may issue additional common units without your approval, which would dilute your existing ownership interests.

Our general partner may cause us to issue an unlimited number of additional units or other equity securities without the approval of our unitholders. In addition, we may issue an unlimited number of units that are senior to the common units in right of distribution, liquidation and voting. The issuance by us of additional common units or other equity securities will have the following effects:

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our unitholders’ proportionate ownership interest in us may decrease;

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the amount of cash available for distribution on each unit may decrease;

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because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase;

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the relative voting strength of each previously outstanding unit may be diminished;

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the market price of the common units may decline; and

•

the ratio of taxable income to distributions may increase.

Our general partner’s determination of the level of cash reserves may reduce the amount of available cash for distribution to you.

OPCO’s partnership agreement provides that the board of directors of our general partner, on our behalf, will approve the amount of reserves from OPCO’s cash flow that will be retained by OPCO to fund its future operating expenditures. Our partnership agreement requires our general partner to deduct from operating surplus cash reserves that it establishes are necessary to fund our future operating expenditures. In addition, our partnership agreement also permits our general partner to reduce available cash by establishing cash reserves for the proper conduct of our business, to comply with applicable law or agreements to which we are a party, or to provide funds for future distributions to partners. These reserves will affect the amount of cash available for

Index to Financial Statements

distribution by OPCO to us and by us to our unitholders. In addition, our general partner may establish reserves for distributions on the subordinated units, but only if those reserves will not prevent us from distributing the full minimum quarterly distribution, plus any arrearages, on the common units for the following four quarters. As described above in “Risks Related to Our Business—Each quarter our general partner is required to deduct estimated maintenance capital expenditures and turnaround reserves from operating surplus, which may result in less cash available to unitholders than if actual maintenance capital expenditures were deducted,” our partnership agreement requires our general partner each quarter to deduct from operating surplus estimated maintenance capital expenditures and turnaround reserves, as opposed to actual maintenance capital expenditures, which could reduce the amount of available cash for distribution.

Each quarter we are required to deduct estimated maintenance capital expenditures and turnaround reserves from operating surplus, which may result in less cash available for distribution to unitholders than if actual maintenance capital expenditures were deducted.

Our partnership agreement requires our general partner to deduct our estimated, rather than actual, maintenance capital expenditures from operating surplus each quarter in an effort to reduce fluctuations in operating surplus. The amount of estimated maintenance capital expenditures and turnaround reserves deducted from operating surplus is subject to review and change by the conflicts committee of our general partner at least once a year. In years when estimated maintenance capital expenditures are higher than actual maintenance capital expenditures or when the amount of lost revenue from a turnaround is greater than the estimated turnaround reserves, the amount of cash available for distribution to unitholders will be lower than if actual maintenance capital expenditures were deducted from operating surplus. If our general partner underestimates the appropriate level of estimated maintenance capital expenditures and turnaround reserves, we may have less cash available for distribution in future periods when actual capital expenditures begin to exceed our previous estimates.

Cost reimbursements due to our general partner and its affiliates will reduce cash available for distribution to you.

Prior to making any distribution on the common units, we will reimburse our general partner and its affiliates for all expenses they incur on our behalf. Any such reimbursement will be determined by our general partner. These expenses will include all costs incurred by our general partner and its affiliates in managing and operating us. Please read “Certain Relationships and Related Party Transactions” and “Conflicts of Interests and Fiduciary Duties—Conflicts of Interest.” The reimbursement of expenses and payment of fees, if any, to our general partner could adversely affect our ability to pay cash distributions to you.

Our general partner has a limited call right that may require you to sell your units at an undesirable time or price.

If at any time our general partner and its affiliates own more than 80.0% of the issued and outstanding common units, our general partner will have the right, but not the obligation, which right it may assign to any of its affiliates or to us, to acquire all, but not less than all, of the common units held by unaffiliated persons at a price not less than their then-current market price. As a result, you may be required to sell your common units to our general partner, its affiliates or us at an undesirable time or price and may not receive any return on your investment. You may also incur a tax liability upon a sale of your common units. At the completion of this offering, the owner of our general partner will own 8,125,000 subordinated units. At the end of the subordination period, assuming no additional issuances of common units, the owner of our general partner will own 50.0% of the common units. For additional information about this right, please read “The Partnership Agreement—Limited Call Right.”

Your liability may not be limited if a court finds that unitholder action constitutes control of our business.

A general partner of a partnership generally has unlimited liability for the obligations of the partnership, except for those contractual obligations of the partnership that are expressly made without recourse to the general

Index to Financial Statements

partner. Our partnership is organized under Delaware law and we conduct business in a number of other states. The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some of the other states in which we do business. You could be liable for any and all of our obligations as if you were a general partner if:

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a court or government agency determined that we were conducting business in a state but had not complied with that particular state’s partnership statute; or

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your right to act with other unitholders to remove or replace the general partner, to approve some amendments to our partnership agreement or to take other actions under our partnership agreement constitute “control” of our business.

For a discussion of the implications of the limitations of liability on a unitholder, please read “The Partnership Agreement—Limited Liability.”

Unitholders may have liability to repay distributions that were wrongfully distributed to them.

Under certain circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, which we call the Delaware Act, we may not make a distribution to you if the distribution would cause our liabilities to exceed the fair value of our assets. Delaware law provides that for a period of three years from the date of the impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the distribution amount. Purchasers of units who become limited partners are liable for the obligations of the transferring limited partner to make contributions to the partnership that are known to the purchaser of the units at the time it became a limited partner and for unknown obligations if the liabilities could be determined from the partnership agreement. Liabilities to partners on account of their partnership interest and liabilities that are non-recourse to the partnership are not counted for purposes of determining whether a distribution is permitted.

Tax Risks to Common Unitholders

In addition to reading the following risk factors, you should read “Material Tax Consequences” for a more complete discussion of the expected material federal income tax consequences of owning and disposing of common units.

Our tax treatment depends on our status as a partnership for federal income tax purposes, as well as our not being subject to a material amount of entity-level taxation by individual states. If the Internal Revenue Service, or IRS, were to treat us as a corporation for federal income tax purposes or we were to become subject to additional amounts of entity-level taxation for state tax purposes, then our cash available for distribution to you would be substantially reduced.

The anticipated after-tax economic benefit of an investment in our common units depends largely on our being treated as a partnership for federal income tax purposes. We have not requested, and do not plan to request, a ruling from the IRS on this or any other tax matter affecting us.

Despite the fact that we are a limited partnership under Delaware law, it is possible in certain circumstances for a partnership such as ours to be treated as a corporation for federal income tax purposes. Although we do not believe based upon our current operations that we are so treated, a change in our business (or a change in current law) could cause us to be treated as a corporation for federal income tax purposes or otherwise subject us to taxation as an entity.

If we were treated as a corporation for federal income tax purposes, we would pay federal income tax on our taxable income at the corporate tax rate, which is currently a maximum of 35%, and would likely pay state income tax at varying rates. Distributions to you would generally be taxed again as corporate distributions, and no income, gains,

Index to Financial Statements

losses or deductions would flow through to you. Because a tax would be imposed upon us as a corporation, our cash available for distribution to you would be substantially reduced. Therefore, treatment of us as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to the unitholders, likely causing a substantial reduction in the value of our common units.

Current law may change so as to cause us to be treated as a corporation for federal income tax purposes or otherwise subject us to entity-level taxation. For example, at the federal level, legislation has been proposed that would eliminate partnership tax treatment for certain publicly traded partnerships. We are unable to predict whether any of these changes, or other proposals, will ultimately be enacted. Any such changes could negatively impact the value of an investment in our common units. At the state level, because of widespread state budget deficits and other reasons, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise and other forms of taxation. For example, beginning in 2008, partnerships operating in Texas are required to pay Texas franchise tax at a maximum effective rate of 0.7% of gross income of partnerships apportioned to Texas in the prior year. If we became subject to the Texas franchise tax or if any other state were to impose a tax on us, the cash available for distribution to you would be reduced.

Our partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a corporation or otherwise subjects us to entity-level taxation for federal, state or local income tax purposes, the minimum quarterly distribution amount and the target distribution levels will be adjusted to reflect the impact of that law on us.

We prorate our items of income, gain, loss and deduction between transferors and transferees of our units each month based upon the ownership of our units on the first day of each month, instead of on the basis of the date a particular unit is transferred. The use of this proration method may not be permitted under existing Treasury Regulations, and, accordingly, our counsel is unable to opine as to the validity of this method. If the IRS were to challenge this method or new Treasury Regulations were issued, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders. Please read “Material Tax Consequences—Uniformity of Units.”

The tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis.

The present federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units may be modified by administrative, legislative or judicial interpretation at any time. For example, members of Congress are considering substantive changes to the existing federal income tax laws that affect certain publicly traded partnerships. Any modification to the federal income tax laws and interpretations thereof may or may not be applied retroactively. The currently proposed legislation would not appear to affect our tax treatment as a partnership; however, we are unable to predict whether any of these changes, or other proposals, will ultimately be enacted. Any such changes could negatively impact the value of an investment in our common units.

If the IRS contests the federal income tax positions we take, the market for our common units may be adversely affected, and the cost of any IRS contest will reduce our cash available for distribution to our unitholders.

We have not requested a ruling from the IRS with respect to our treatment as a partnership for federal income tax purposes or any other matter affecting us. The IRS may adopt positions that differ from the

Index to Financial Statements

conclusions of our counsel expressed in this prospectus or from the positions we take. It may be necessary to resort to administrative or court proceedings to sustain some or all of our counsel’s conclusions or the positions we take. A court may not agree with some or all of our counsel’s conclusions or positions we take. Any contest with the IRS may materially and adversely impact the market for our common units and the price at which they trade. In addition, our costs of any contest with the IRS will be borne indirectly by our unitholders and our general partner because the costs will reduce our cash available for distribution.

You will be required to pay taxes on your share of our income even if you do not receive any cash distributions from us.

Because our unitholders will be treated as partners to whom we will allocate taxable income which could be different in amount than the cash we distribute, you will be required to pay any federal income taxes and, in some cases, state and local income taxes on your share of our taxable income even if you receive no cash distributions from us. You may not receive cash distributions from us equal to your share of our taxable income or even equal to the tax liability that results from that income.

Tax gain or loss on the disposition of our common units could be more or less than expected.

If you sell your common units, you will recognize a gain or loss equal to the difference between the amount realized and your tax basis in those common units. Because distributions in excess of your allocable share of our net taxable income decrease your tax basis in your common units, the amount, if any, of such prior excess distributions with respect to the units you sell will, in effect, become taxable income to you if you sell such units at a price greater than your tax basis in those units, even if the price you receive is less than your original cost. Furthermore, a substantial portion of the amount realized, whether or not representing gain, may be taxed as ordinary income due to potential recapture items. In addition, because the amount realized includes a unitholder’s share of our nonrecourse liabilities, if you sell your units, you may incur a tax liability in excess of the amount of cash you receive from the sale. Please read “Material Tax Consequences—Disposition of Common Units—Recognition of Gain or Loss” for a further discussion of the foregoing.

You will be required to extend your federal income tax return for the year in which you sell any of your units.

We have a fiscal year ending January 31 and will not file our partnership return or report to you (on Form K-1) your distributive share of gains and losses (and other tax information) until after April 15 of each year. If you sell units during the year, you will need the tax information we will provide to you to properly determine the amount and character of any gain or loss in connection with the sale. Since you will not have the necessary information by April 15, you will have to extend the due date of your federal income tax return.

Tax-exempt entities and non-U.S. persons face unique tax issues from owning our common units that may result in adverse tax consequences to them.

Investment in common units by tax-exempt entities, such as employee benefit plans and individual retirement accounts (“IRAs”), and non-U.S. persons raises issues unique to them. For example, virtually all of our income allocated to organizations that are exempt from federal income tax, including IRAs and other retirement plans, will be unrelated business taxable income and will be taxable to them. Distributions to non-U.S. persons will be reduced by withholding taxes at the highest applicable effective tax rate, and non-U.S. persons will be required to file United States federal tax returns and pay tax on their share of our taxable income. If you are a tax-exempt entity or a foreign person you should consult your tax advisor before investing in our common units.

Index to Financial Statements

We will treat each purchaser of our common units as having the same tax benefits without regard to the actual common units purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units.

Because we cannot match transferors and transferees of common units and because of other reasons, we will take depreciation and amortization positions that may not conform to all aspects of existing Treasury Regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to you. It also could affect the timing of these tax benefits or the amount of gain from your sale of common units and could have a negative impact on the value of our common units or result in audit adjustments to your tax returns. For a further discussion of the effect of the depreciation and amortization positions we will adopt, please read “Material Tax Consequences—Tax Consequences of Unit Ownership—Section 754 Election.”

A unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered as having disposed of those units. If so, he would no longer be treated for tax purposes as a partner with respect to those units during the period of the loan and may recognize gain or loss from the disposition.

Because a unitholder whose units are loaned to a “short seller” to cover a short sale of units may be considered as having disposed of the loaned units, he may no longer be treated for tax purposes as a partner with respect to those units during the period of the loan to the short seller and the unitholder may recognize gain or loss from such disposition. Moreover, during the period of the loan to the short seller, any of our income, gain, loss or deduction with respect to those units may not be reportable by the unitholder and any cash distributions received by the unitholder as to those units could be fully taxable as ordinary income. Our tax counsel has not rendered an opinion regarding the treatment of a unitholder where common units are loaned to a short seller to cover a short sale of common units; therefore, unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a loan to a short seller are urged to modify any applicable brokerage account agreements to prohibit their brokers from borrowing their units.

As a result of investing in our common units, you may be subject to foreign, state and local taxes and return filing requirements in jurisdictions were we operate or own or acquire property.

In addition to federal income taxes, you will likely be subject to other taxes, including foreign, state and local taxes, unincorporated business taxes and estate, inheritance or intangible taxes, that are imposed by the various jurisdictions in which we conduct business or own property now or in the future, even if you do not live in any of those jurisdictions. You will likely be required to file foreign, state and local income tax returns and pay foreign, state and local income taxes in some or all of these jurisdictions. Further, you may be subject to penalties for failure to comply with those requirements. We will initially own assets and do business in Utah. Utah currently imposes a personal income tax as well as an income tax on corporations and other entities. As we make acquisitions or expand our business, we may own assets or do business in additional states that impose a personal income tax. It is your responsibility to file all United States federal, foreign, state and local tax returns. Our counsel has not rendered an opinion on the state or local tax consequences of an investment in our common units.

The sale or exchange of 50% or more of our capital and profits interests during any twelve-month period will result in the termination of our partnership for federal income tax purposes.

We will be considered to have terminated for federal income tax purposes if there is a sale or exchange of 50% or more of the total interests in our capital and profits within a twelve-month period. Our termination would, among other things, result in the closing of our taxable year for all unitholders, which would result in us filing two tax returns (and our unitholders receiving two Schedule K-1s) for one fiscal year and could result in a deferral of depreciation deductions allowable in computing our taxable income. In the case of a unitholder reporting on a taxable year other than a fiscal year ending January 31, the closing of our taxable year will result in up to twenty-three months of our taxable income or loss being includable in his taxable income for the year of termination. Our termination currently would not affect our classification as a partnership for federal income tax

Index to Financial Statements

purposes, but instead, we would be treated as a new partnership for tax purposes. If treated as a new partnership, we must make new tax elections and could be subject to penalties if we are unable to determine that a termination occurred. Please read “Material Tax Consequences—Disposition of Common Units—Constructive Termination” for a discussion of the consequences of our termination for federal income tax purposes.

We may adopt certain valuation methodologies that may result in a shift of income, gain, loss and deduction between the general partner and the unitholders. The IRS may challenge this treatment, which could adversely affect the value of our common units.

When we issue additional units or engage in certain other transactions, we will determine the fair market value of our assets and allocate any unrealized gain or loss attributable to our assets to the capital accounts of our unitholders and our general partner. Our methodology may be viewed as understating the value of our assets. In that case, there may be a shift of income, gain, loss and deduction between certain unitholders and the general partner, which may be unfavorable to such unitholders. Moreover, under our current valuation methods, subsequent purchasers of common units may have a greater portion of their Internal Revenue Code Section 743(b) adjustment allocated to our tangible assets and a lesser portion allocated to our intangible assets. The IRS may challenge our valuation methods, or our allocation of the Section 743(b) adjustment attributable to our tangible and intangible assets, and allocations of income, gain, loss and deduction between the general partner and certain of our unitholders.

A successful IRS challenge to these methods or allocations could adversely affect the amount of taxable income or loss being allocated to our unitholders. It also could affect the amount of gain from our unitholders’ sale of common units and could have a negative impact on the value of the common units or result in audit adjustments to our unitholders’ tax returns without the benefit of additional deductions.

Index to Financial Statements

USE OF PROCEEDS

We intend to use the net proceeds of approximately $148.0 million from this offering, after deducting underwriting fees, discounts and commissions and after estimated offering expenses of approximately $3.1 million, to:

•

purchase $130.0 million of certificates of deposit, which will be assigned as collateral to secure the senior secured term loan under our new credit facility; and

•

make an $18.0 million cash distribution to Big West to reimburse it for certain capital expenditures.

We also anticipate that we will borrow approximately $130.0 million in secured term debt and $151.0 million in unsecured term debt under our new credit facility upon the closing of this offering, and we will distribute $280.0 million of the proceeds of such borrowings to Big West (which is net of $1.0 million in financing fees).

To the extent that the underwriters’ option to purchase additional common units is exercised, we will use the net proceeds to repay a portion of our unsecured term debt under our new credit facility.

A $1.00 increase or decrease in the assumed initial public offering price of $20.00 per common unit would increase or decrease the amount of certificates of deposit we would purchase and the amount of borrowings we would make under our secured term loan by approximately $7.6 million.

Index to Financial Statements

CAPITALIZATION

The following table shows:

•

Big West Oil Predecessor’s historical cash and cash equivalents and capitalization as of October 31, 2007; and

•

Big West Oil Partners, LP’s pro forma cash and cash equivalents and capitalization as of October 31, 2007 as adjusted to reflect (1) the offering of the common units, borrowings under our new credit facility and the application of the net proceeds therefrom described under “Use of Proceeds” and (2) the acquisition of a 35.0% interest in OPCO and the related formation and contribution transactions.

We derived this table from, and it should be read in conjunction with and is qualified in its entirety by reference to, the historical and pro forma financial statements and the accompanying notes included elsewhere in this prospectus. You should also read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”


	As of October 31, 2007
	Big West Oil Predecessor		Big West Oil Partners, LP Pro Forma
	(in thousands)
Cash and cash equivalents	$	4,825	$	—
Short term investments		—		130,000	⁽¹⁾⁽²⁾

Long term debt, including current portion:
Term loans		180,200		281,000

Total debt		180,200		281,000

Equity:
Member’s equity		390,660		—
Partners’ equity:
Held by public:
Common units		—		148,000
Held by the general partner and its affiliates:
Subordinated units		—		(271,662	)
General partner interest		—		(11,088	)

Total equity		390,660		(134,750	)⁽³⁾

Total capitalization	$	570,860	$	146,250

(1)

Consists of $130.0 million of certificates of deposit assigned as collateral for the secured term loan portion of our new credit facility.

(2)

(3)

The total net partnership deficit of $134.8 million consists of the net proceeds of approximately $148.0 million from this offering plus the $15.2 million capital contribution recorded on a historical basis less the distribution to Big West of $298.0 million ($280.0 million from borrowings under our new credit facility and $18.0 million from the net proceeds of the offering).

Index to Financial Statements

DILUTION

Dilution is the amount by which the offering price paid by the purchasers of common units sold in this offering will exceed the pro forma net tangible book value per unit after the offering. Assuming an initial public offering price of $20.00 per common unit, on a pro forma basis as of October 31, 2007, after giving effect to the offering of common units and the application of the related net proceeds, our net tangible book value was $(135.8) million, or $(8.19) per common unit. Purchasers of common units in this offering will experience substantial and immediate dilution in net tangible book value per common unit for financial accounting purposes, as illustrated in the following table:


Assumed initial public offering price per common unit				$	20.00
Pro forma net tangible book value per common unit before the offering⁽¹⁾	$	1.80
Decrease in net tangible book value per common unit attributable to purchasers in the offering		(9.99	)

Less: Pro forma net tangible book value per common unit after the offering⁽²⁾					(8.19	)

Immediate dilution in tangible net book value per common unit to new investors				$	28.19

(1)

Determined by dividing the number of units (8,125,000 subordinated units and the 2.0% general partner interest represented by 331,633 general partner units) to be issued to the general partner and its affiliates for their contribution of assets and liabilities to us into the net tangible book value of the contributed assets and liabilities.

(2)

Determined by dividing the total number of units to be outstanding after the offering (8,125,000 common units, 8,125,000 subordinated units and the 2.0% general partner interest represented by 331,633 general partner units) into our pro forma net tangible book value, after giving effect to the application of the expected net proceeds of the offering.

The following table sets forth the number of units that we will issue and the total consideration contributed to us by our general partner, its affiliates and by the purchasers of common units in this offering upon consummation of the transactions contemplated by this prospectus:


	Units Acquired			Total Consideration
	Number	Percent		Amount			Percent
General partner and affiliates⁽¹⁾⁽²⁾	8,456,633	51.0	%	$	(282,750,000	)	—	%⁽³⁾
New investors	8,125,000	49.0			162,500,000		—	⁽³⁾

Total	16,581,633	100.0	%	$	(120,250,000	)	100	%

(1)

The units acquired by our general partner and its affiliates consist of 8,125,000 subordinated units and the 2.0% general partner interest represented by 331,633 general partner units.

(2)

The assets contributed by our general partner and its affiliates were recorded at historical cost in accordance with GAAP. Book value of the consideration provided by our general partner and its affiliates, as of October 31, 2007, after giving effect to the application of the net proceeds of the offering, consists of a $15.3 million equity method investment in OCPO less a $298.0 million payment to Big West from the net proceeds of the offering and borrowings under the new credit facility.

(3)

Percentages are not meaningful due to the distribution to Big West of $298.0 million in conjunction with the offering.

Index to Financial Statements

OUR CASH DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS

You should read the following discussion of our cash distribution policy in conjunction with the specific assumptions upon which our cash distribution policy is based. Please read “—Assumptions and Considerations” below. For additional information regarding our historical and pro forma operating results, you should refer to our historical financial statements for the fiscal years ended January 31, 2005, 2006 and 2007 and the nine months ended October 31, 2006 and 2007, and our unaudited pro forma condensed financial statements for the fiscal year ended January 31, 2007 and the nine months ended October 31, 2007, included elsewhere in this prospectus.

General

Rationale for Our Cash Distribution Policy

Our partnership agreement requires us to distribute all of our available cash quarterly. Our available cash is our cash on hand at the end of a quarter after deducting expenses and estimated maintenance capital expenditures and turnarounds and other reserves. Because we believe we will generally finance any acquisitions or capital improvements from external financing sources as opposed to cash from operations, we believe that our investors are better served by our distributing our cash available from operations after expenses and reserves. Because we are not subject to a partnership-level federal income tax, we have more cash to distribute to you than would be the case were we subject to partnership level federal income tax. Our determination of available cash takes into account the need to maintain certain cash reserves to preserve our distribution levels across seasonal and cyclical fluctuations in our business. Please read “How We Make Cash Distributions.”

Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy

There is no guarantee that unitholders will receive quarterly distributions from us. Our distribution policy is subject to certain restrictions and may be changed at any time, including:

•

Our unitholders have no contractual or other legal right to receive distributions other than the obligation under our partnership agreement to distribute available cash on a quarterly basis, which is subject to our general partner’s broad discretion to establish reserves and other limitations.

•

Our cash flow will depend completely on OPCO’s distributions to us as one of its partners. The amount of cash OPCO can distribute to its partners will principally depend upon the amount of cash it generates from operations less any reserves that may be appropriate for operating its business. Please read “Risk Factors” for a discussion of factors affecting OPCO’s distributions.

•

We must (subject to the approval of the board of directors of our general partner) establish reserves for the prudent conduct of OPCO’s business (including reserves for working capital, estimated maintenance capital expenditures, turnarounds, environmental matters and legal proceedings). The establishment of these reserves could result in a reduction in cash distributions to you from levels we currently anticipate pursuant to our stated distribution policy. Any determination to establish cash reserves made by our general partner in good faith will be binding on the unitholders. Our partnership agreement provides that in order for a determination by our general partner to be made in good faith, it must believe that the determination is in our best interests.

•

While our partnership agreement requires us to distribute all of our available cash, our partnership agreement, including provisions requiring us to make cash distributions contained therein, may be amended. Although during the subordination period, with certain exceptions, our partnership agreement may not be amended without the approval of non-affiliated common unitholders, our partnership agreement can be amended with the approval of a majority of the outstanding common units after the subordination period has ended. At the closing of this offering, our general partner and its affiliates will own 50% of our outstanding common units and subordinated units.

Index to Financial Statements

•

Even if our cash distribution policy is not modified or revoked, the amount of distributions we pay under our cash distribution policy and the decision to make any distribution is determined by our general partner, taking into consideration the terms of our partnership agreement.

•

Under Section 17-607 of the Delaware Act, we may not make a distribution to you if the distribution would cause our liabilities to exceed the fair value of our assets.

•

We may lack sufficient cash to pay distributions to our unitholders due to a number of factors, including nonperformance by Big West of its obligations under the refining agreement or suspension of Big West’s obligations under the refining agreement, operational problems at the Salt Lake refining complex, increases in general and administrative expenses, principal and interest payments on outstanding debt, tax expenses, future working capital requirements, unanticipated cash needs and seasonality. Please read “Risk Factors” for a discussion of these factors.

•

Our distribution policy will be affected by restrictions on distributions under our new credit facility, which contain material financial tests and covenants that must be satisfied. These financial tests and covenants are described in this prospectus in “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources—Covenants and Other Restrictions in Our Financing Agreements.” Should we be unable to satisfy these restrictions included in the credit agreements or if we are otherwise in default under the credit agreements, we would be prohibited from making cash distributions to you, notwithstanding our stated cash distribution policy.

Our ability to make distributions to our unitholders will initially depend on the performance of OPCO and its ability to distribute funds to us. Upon the closing of this offering, our interest in OPCO will be our only cash generating asset. The ability of our controlled affiliates, including OPCO, to make distributions to us may be restricted by, among other things, the provisions of existing and future indebtedness, applicable partnership and limited liability company laws, fraudulent conveyance and other solvency laws and other laws and regulations. Please read “Risk Factors—Risks Related to Our Business—We may not have sufficient cash from operations to enable us to pay the minimum quarterly distribution on our common units and subordinated units.”

Dependence of Our Ability to Grow on Our and OPCO’s Ability to Access External Expansion Capital

Because we and OPCO distribute all of our and its available cash, growth may not be as fast as businesses that reinvest their available cash to expand ongoing operations. We expect that we and OPCO will rely upon external financing sources, including bank borrowings and the issuance of debt and equity securities, to fund acquisitions and expansion and investment capital expenditures. As a result, to the extent OPCO or we are unable to finance growth externally, the cash distribution policy will significantly impair our or its ability to grow. To the extent we issue additional units in connection with any acquisitions or expansion or investment capital expenditures, the payment of distributions on those additional units may increase the risk that we will be unable to maintain or increase our per unit distribution level, which in turn may affect the available cash that we have to distribute on each unit. There are no limitations in our partnership agreement on our ability to issue additional units, including units ranking senior in right of distributions to the common units. The incurrence of additional borrowings or other debt by OPCO or us to finance our growth strategy would result in increased interest expense, which in turn may affect the available cash that OPCO has to distribute to us and that we have to distribute to our unitholders.

Our Initial Distribution Rate

Upon completion of this offering, the board of directors of our general partner will adopt a policy pursuant to which we will declare an initial quarterly distribution of $0.37500 per unit per complete quarter, or $1.50 per unit per year, to be paid no later than 45 days after the end of the fiscal quarter. This equates to an aggregate cash distribution of $6.2 million per quarter or $24.9 million per year, and $6.7 million per quarter or $26.7 million per year if the underwriters’ option to purchase additional common units is exercised in full, in each case based on the number of common units, subordinated units and general partner units outstanding immediately after

Index to Financial Statements

completion of this offering. Our ability to pay the minimum quarterly distribution will be subject to the factors described above under the caption “—Limitations on Cash Distributions and Our Ability to Change Our Cash Distribution Policy.”

The table below sets forth the assumed number of outstanding common units, subordinated units and general partner units upon the closing of this offering and the aggregate amounts needed to pay the minimum quarterly distribution for one quarter and for four quarters on such units following the closing of this offering at our initial distribution rate of $0.37500 per unit per quarter ($1.50 per unit on an annualized basis) assuming no exercise and full exercise of the underwriters’ option to purchase additional common units.


	No Exercise of the Underwriters’ Option to Purchase Additional Common Units					Full Exercise of the Underwriters’ Option to Purchase Additional Common Units
	Number of Units	Distributions				Number of Units	Distributions
	Number of Units	One Quarter		Four Quarters		Number of Units	One Quarter		Four Quarters
Publicly held common units	8,125,000	$	3,046,875	$	12,187,500	9,343,750	$	3,503,906	$	14,015,625
Subordinated units held by the owner of our general partner	8,125,000		3,046,875		12,187,500	8,125,000		3,046,875		12,187,500
General partner units held by our general partner	331,633		124,362		497,449	356,505		133,689		534,758

Total	16,581,633	$	6,218,112	$	24,872,449	17,825,255	$	6,684,470	$	26,737,883

As of the date of this offering, our general partner will be entitled to 2.0% of all distributions that we make prior to our liquidation. The general partner’s initial 2.0% interest in these distributions may be reduced if we issue additional units in the future and our general partner does not elect to contribute a proportionate amount of capital to us to maintain its initial 2.0% general partner interest.

If distributions on our common units are not paid with respect to any fiscal quarter at the initial minimum quarterly distribution rate, our unitholders will not be entitled to receive such payments in the future; provided, however, the holders of common units will be entitled to a preference over holders of subordinated units with respect to cash distributions at our initial minimum quarterly distribution rate, which preference will allow holders of common units to receive deficiencies in payments of cash distributions at our initial minimum quarterly distribution rate in subsequent quarters to the extent we have available cash to pay these deficiencies related to prior quarters, before any cash distribution is made to holders of subordinated units. Please read “How We Make Cash Distributions—Subordination Period.”

We will pay our distributions on or about the 15th of each March, June, September and December to holders of record on or about the 1st of each of such month. If the distribution date does not fall on a business day, we will make the distribution on the business day immediately preceding the indicated distribution date. We will adjust the quarterly distribution for the period from the closing of this offering through April 30, 2008 based on the actual length of the period.

In the sections that follow, we present in detail the basis for our belief that we will have sufficient available cash from operating surplus to pay the minimum quarterly distribution on all of our outstanding common and subordinated units for each quarter through January 31, 2009. In those sections, we present two tables, consisting of:

•

“Unaudited Pro Forma Cash Available for Distribution,” in which we present the amount of cash we would have had available for distribution for our fiscal year ended January 31, 2007 and the twelve months ended October 31, 2007, based on our pro forma financial statements.

•

“Estimated Cash Available for Distribution,” in which we present how we calculate that we will have sufficient available cash to pay the full minimum quarterly distribution on all our units for the twelve months ending January 31, 2009. In “—Assumptions and Considerations” below, we also present our assumptions underlying this estimate.

Index to Financial Statements

Pro Forma Cash Available for Distribution for the Fiscal Year Ended January 31, 2007 and the Twelve Months Ended October 31, 2007

If we had completed the transactions contemplated in this prospectus on February 1, 2006, pro forma available cash generated during the fiscal year ended January 31, 2007 would have been approximately $25.9 million. This amount would have been sufficient to pay the full minimum quarterly distribution on the common units and on the subordinated units for the fiscal year ended January 31, 2007. If we had completed the transactions contemplated in this prospectus on November 1, 2006, our pro forma available cash for the twelve months ended October 31, 2007 would have been approximately $26.3 million. This amount would have been sufficient to pay the full minimum quarterly distribution on the common units and on the subordinated units for the twelve-month period ended October 31, 2007. In the event the underwriters exercise their option to purchase additional common units in full, pro forma available cash generated during the fiscal year ended January 31, 2007 would have been approximately $27.4 million. This amount would have been sufficient to pay the full minimum quarterly distribution on the common units and on the subordinated units for the fiscal year ended January 31, 2007. In the event the underwriters exercise their option to purchase additional common units in full, pro forma available cash generated during the twelve months ended October 31, 2007 would have been approximately $27.9 million. This amount would have been sufficient to pay the full minimum quarterly distribution on the common units and on the subordinated units for the twelve months ended October 31, 2007.

Pro forma cash available for distribution includes cash payments to OPCO under the refining agreement that are treated for accounting purposes as deferred revenue due to the effect of straight-line rents. The refining agreement along with the master services agreement and the shared services agreement are collectively considered as one agreement for purposes of analysis under GAAP. In accordance with Emerging Issues Task Force Issue No. 01-08, Determining Whether an Arrangement Contains a Lease, this agreement is treated as a lease for accounting purposes. Under the refining agreement, OPCO receives minimum non-refundable cash payments throughout the 25-year life of the agreement. OPCO has determined that the minimum refining payments for the first 24 years qualify as fixed lease payments that are required under GAAP to be recorded on a straight-line basis over the 25-year life of the refining agreement. Minimum required payments under the refining agreement in excess of the recognized revenue will be recorded as deferred revenue. OPCO estimates that $106.7 million of deferred revenue, representing cash received in excess of revenue recognized over the life of the refining agreement, will be recognized as revenue at the end of the refining agreement. However, the distributable cash for each year of the refining agreement will include $4.3 million in deferred revenue, which is the difference between the minimum cash payments and the revenue recognized under GAAP each year. Distributable cash in year 25 of the agreement is expected to be consistent with the prior years of the refining agreement.

Pro forma cash available for distribution includes additional general and administrative expenses we will incur as a result of being a publicly traded limited partnership, such as costs associated with annual and quarterly reports to unitholders, tax return and Schedule K-1 preparation and distribution, investor relations, registrar and transfer agent fees, director compensation and incremental insurance costs, including director and officer liability insurance. We expect these incremental general and administrative expenses initially to total approximately $1.5 million per year. For three years following this offering, pursuant to the omnibus agreement, Big West will agree to reimburse us to the extent these expenses exceed $1.5 million per year.

The pro forma financial statements, upon which pro forma cash available for distribution is based, do not purport to present our results of operations had the transactions contemplated in this prospectus actually been completed as of the dates indicated. Furthermore, cash available for distribution is a cash accounting concept, while our pro forma financial statements have been prepared on an accrual basis. We derived the amounts of pro forma cash available for distribution shown above in the manner described in the table below. As a result, the amount of pro forma cash available for distribution should only be viewed as a general indication of the amount of cash available for distribution that we might have generated had we been formed in earlier periods.

Index to Financial Statements

The following table illustrates, on a pro forma basis, for the fiscal year ended January 31, 2007 and for the twelve months ended October 31, 2007, the amount of available cash that would have been available for distributions to our unitholders, assuming in each case that the offering and related transactions had been consummated at the beginning of such period. Each of the pro forma adjustments presented below is explained in the footnotes to such adjustments.

Big West Oil Partners, LP

Unaudited Pro Forma Cash Available for Distribution


	Year Ended January 31, 2007			Twelve Months Ended October 31, 2007
	(in thousands)
OPCO
Gross sales^(a)	$	115,701		$	118,184
Operating costs and expenses:
Cost of refining^(b)		(9,221	)		(9,354	)
Selling, general and administrative^(c)		(1,799	)		(2,824	)

Total operating costs and expenses		(11,020	)		(12,178	)

Deferred revenue^(d)		4,269			4,269

Adjusted EBITDA	$	108,950		$	110,274
Less:
Estimated maintenance capital expenditures and turnaround reserve^(e)		(1,500	)		(1,500	)
Expansion capital expenditures^(f)		0			0

Cash available for distribution from OPCO	$	107,450		$	108,774
Big West Oil Partners, LP
Big West Oil Partners, LP’s share of OPCO’s available cash	$	37,608		$	38,071
Public partnership expenses^(g)		(1,500	)		(1,500	)
Net interest expense, excluding amortization^(h)		(10,225	)		(10,225	)

Pro forma cash available for distribution	$	25,883		$	26,346
Surplus		1,011			1,474

(a)

Reflects the terms of the refining agreement applied to historical throughput volumes for the MSCC unit of 10,113 bpd and 11,095 bpd for the fiscal year ended January 31, 2007 and the twelve months ended October 31, 2007, respectively, and historical alkylate unit offtake volumes of 2,040 bpd and 2,671 bpd for the fiscal year ended January 31, 2007 and the twelve months ended October 31, 2007, respectively.

(b)

Cost of refining, a component of net sales, reflects the cost to refine historical throughput and offtake volumes for the MSCC and alkylation units pursuant to the shared services and master services agreements, including reimbursements paid to Big West for natural gas, utilities and shared site service expenses and payments for Big West employees.

(c)

Reflects payment for administrative services under the services agreements and rental payments under the site lease.

(d)

OPCO has determined that the minimum refining fees for the first 24 years under the refining agreement are fixed lease payments that are required under GAAP to be recorded on a straight-line basis over the 25-year life of the agreement. Minimum required payments under the refining agreement in excess of the recognized revenue will be recorded as deferred revenue which is expected to be recognized at the end of the refining agreement. However, the distributable cash for each year of the refining agreement will include the deferred revenue.

(e)

Our partnership agreement requires that an estimate of the maintenance capital expenditures necessary to maintain our asset base and a turnaround reserve be subtracted from operating surplus each quarter, as opposed to amounts actually spent. Because our interest in OPCO will represent our only cash-generating asset upon the closing of this offering, an estimate of its maintenance capital expenditures is more meaningful. The board of directors of our general partner will approve the amount of OPCO’s reserves for

Index to Financial Statements

estimated maintenance capital expenditures and turnaround reserves. Our initial estimated maintenance capital expenditures and turnaround reserves for OPCO are $1.5 million per year, which is based on the average annual anticipated direct turnaround costs for OPCO’s units as well as the loss of revenues related to such turnarounds. We have assumed a turnaround for OPCO’s units will take place every five years and last for approximately four weeks. These assumptions are based on the most recent turnarounds for each such unit, which occurred in April 2006. The actual cost of maintenance capital expenditures, including turnarounds and other items, will depend on a number of factors and could differ from our estimates.

(f)

We made expansion capital expenditures of approximately $5.1 million for the year ended January 31, 2007 and approximately $16.7 million for the twelve months ended October 31, 2007. These expansion capital expenditures were made to upgrade OPCO’s units. These expenditures were assumed to be funded by cash contributions from Big West and are not included in our pro forma cash available for distribution calculation.

(g)

Reflects an adjustment for estimated additional general and administrative expenses we will incur as a result of being a publicly traded limited partnership, such as costs associated with annual and quarterly reports to unitholders, tax return and Schedule K-1 preparation and distribution, investor relations, registrar and transfer agent fees, director compensation and incremental insurance costs, including director and officer liability insurance. Pursuant to the omnibus agreement that we and OPCO will enter into with Big West, Flying J and certain of their affiliates, for three years following this offering, Big West will reimburse us for incremental general and administrative expenses in excess of $1.5 million per year that we will incur as a result of being a publicly traded partnership.

(h)

Reflects the net interest expense related to our borrowings pursuant to our new credit facility that we expect to enter into in connection with the offering. We have assumed that the interest rate under our new secured term loan will be 5.15% and under our new unsecured term loan will be 6.64%. Excludes the non-cash amortization expense from the $1.0 million in commitment and other financing-related fees that we will incur and is net of the interest income we will earn on our certificates of deposit.

Estimated Cash Available for Distribution

As a result of the factors described in this “—Estimated Cash Available for Distribution” and “—Assumptions and Considerations” below, we believe we will be able to pay the minimum quarterly distribution on all our common units, subordinated units and general partner units for each quarter in the twelve months ending January 31, 2009.

We estimate OPCO will generate Adjusted EBITDA of approximately $110.2 million for the twelve months ending January 31, 2009. Adjusted EBITDA should not be considered an alternative to net income, operating income, cash flows from operating activities or any other measure of financial performance calculated in accordance with GAAP, as those items are used to measure operating performance, liquidity or ability to service debt obligations. Please read “Summary Historical Financial and Operating Data and Pro Forma Financial Data—Non-GAAP Measures.” You should read “—Assumptions and Considerations” below for a discussion of the material assumptions underlying this belief, which reflect our judgment of conditions we expect to exist and the course of action we expect to take. If our estimate is not achieved, we may not be able to pay the minimum quarterly distribution on all our units. We can give you no assurance that our assumptions will be realized or that OPCO will generate approximately $110.2 million in Adjusted EBITDA. There will likely be differences between our estimates and the actual results OPCO will achieve and those differences could be material. If OPCO does not generate at least $106.1 million of Adjusted EBITDA or if maintenance and environmental capital expenditures, interest expense or income tax expense are higher than estimated or we encounter unanticipated cash needs, we may not be able to pay the minimum quarterly distribution on all units.

When considering OPCO’s ability to generate estimated Adjusted EBITDA of approximately $110.2 million, you should keep in mind the risk factors and other cautionary statements under the heading “Risk Factors” and elsewhere in this prospectus. Any of these factors or the other risks discussed in this prospectus could cause our results of operations and cash available for distribution to our unitholders to vary significantly from those set forth below.

Index to Financial Statements

We do not, as a matter of course, make public projections as to future sales, earnings or other results. However, we have prepared the cash available for distribution and the assumptions set forth below to substantiate our belief that we will have sufficient cash available to make the minimum quarterly distribution on all units for the four quarters ending January 31, 2009. The accompanying prospective financial information was not prepared with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in our view, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the assumptions on which we base our belief that we will have sufficient cash available for distribution on all units at the minimum quarterly distribution rate. However, this information is not factual and should not be relied upon as being necessarily indicative of future results, and readers of this prospectus are cautioned not to place undue reliance on the prospective financial information.

Neither our independent registered public accounting firm nor any other independent registered public accounting firm has examined, compiled or otherwise applied procedures to the prospective financial information presented herein, and, accordingly, they do not express an opinion or any other form of assurance on such information or its achievability. Accordingly, they assume no responsibility for the prospective financial information.

We do not undertake any obligation to release publicly the results of any future revisions we may make to the financial forecast or to update this financial forecast to reflect events or circumstances after the date in this prospectus. Therefore, you are cautioned not to place undue reliance on this information.

The following table shows how we calculate the estimated cash available for distribution through January 31, 2009 assuming no exercise and full exercise of the underwriters’ option to purchase additional common units.

Big West Oil Partners, LP

Estimated Cash Available for Distribution


	Twelve Months Ending January 31, 2009
	(in thousands)
*OPCO*
Gross Sales	$	118,927
Operating costs and expenses:
Cost of refining		(9,570	)
Selling, general and administrative		(3,450	)

Total operating costs and expenses		(13,020	)

Deferred revenue		4,269
Adjusted EBITDA	$	110,176
Less:
Estimated maintenance capital expenditures and turnaround reserve		(1,500	)
Expansion capital expenditures		0

Cash available for distribution from OPCO	$	108,676

Index to Financial Statements


	Assuming No Exercise of the Underwriters’ Over- allotment Option			Assuming Full Exercise of the Underwriters’ Over- allotment Option
	(in thousands)
*Big West Oil Partners, LP*
Big West Oil Partners, LP’s share of OPCO’s available cash	$	38,036		$	38,036
Public partnership expenses		(1,500	)		(1,500	)
Net interest expense, excluding amortization⁽¹⁾		(10,225	)		(8,720	)

Estimated cash available for distribution	$	26,311		$	27,816


Per unit minimum annual distribution	$	1.50		$	1.50
Distributions to⁽²⁾:
Publicly held common units	$	12,188		$	14,016
Subordinated units held by the owner of our general partner		12,188			12,188
General partner interest held by our general partner		497			535

Total minimum annual cash distribution⁽³⁾	$	24,873		$	26,739

Excess of cash available for distribution over total minimum annual cash distribution by Big West Oil Partners, LP	$	1,439		$	1,077

(1)

Net interest expense assumes that the underwriters’ option to purchase additional common units is exercised in full and also assumes that the net cash proceeds from the option of $22.7 million are used to reduce borrowings under the unsecured term debt portion of our new credit facility.

(2)

Forecasted payments of distributions on common units, subordinated units and general partner units as set forth in the table above assume payment of a full four quarters worth of the minimum quarterly distribution. Pursuant to the partnership agreement, we will adjust the minimum quarterly distribution for the first quarter from the closing of the offering through April 30, 2008.

(3)

The following table sets forth, on a quarterly basis, how we calculate the estimated cash available for distribution for each of the four quarters in the twelve-month period ending January 31, 2009. Our quarterly forecast is based on the same assumptions utilized for the preparation of the forecast for the twelve-month period ending January 31, 2009, except alkylate offtake volumes which vary by quarter. We assume alkylate offtake volumes of 2,700 bpd, 2,650 bpd, 2,650 bpd and 2,800 bpd for the first, second, third and fourth quarters, respectively. Based on such assumptions, we believe that our results for each of the four quarters in the twelve-month period ending January 31, 2009, will be generally consistent from quarter to quarter.

Index to Financial Statements


	Three Months Ending
	April 30, 2008			July 31, 2008			October 31, 2008			January 31, 2009
				(in thousands)
*OPCO*
Gross Sales	$	29,244		$	29,880		$	29,880		$	29,922
Operating costs and expenses:
Cost of refining		(2,353	)		(2,406	)		(2,406	)		(2,406	)
Selling, general and administrative		(848	)		(867	)		(867	)		(867	)

Total operating costs and expenses		(3,201	)		(3,273	)		(3,273	)		(3,273	)

Deferred revenue		1,050			1,073			1,073			1,073
Adjusted EBITDA	$	27,093		$	27,680		$	27,680		$	27,722
Less:
Estimated maintenance capital expenditures and turnaround reserve		(369	)		(377	)		(377	)		(377	)
Expansion capital expenditures		0			0			0			0

Cash available for distribution from OPCO	$	26,724		$	27,303		$	27,303		$	27,345


*Big West Oil Partners, LP*
Big West Oil Partners, LP’s share of OPCO’s available cash	$	9,353		$	9,556		$	9,556		$	9,571
Public partnership expenses		(369	)		(377	)		(377	)		(377	)
Net interest expense, excluding amortization		(2,514	)		(2,570	)		(2,570	)		(2,570	)

Estimated cash available for distribution	$	6,470		$	6,609		$	6,609		$	6,624

Per unit minimum quarterly distribution	$	0.375		$	0.375		$	0.375		$	0.375
Distributions to:
Publicly held common units	$	3,047		$	3,047		$	3,047		$	3,047
Subordinated units held by the owner of our general partner		3,047			3,047			3,047			3,047
General partner interest held by our general partner		124			124			124			124

Total minimum quarterly cash distribution	$	6,218		$	6,218		$	6,218		$	6,218

Excess of cash available for distribution over total minimum quarterly cash distribution by Big West Oil Partners, LP	$	252		$	391		$	391		$	405

Index to Financial Statements

The following table presents our quarterly forecast assuming the underwriters’ option to purchase additional common units is exercised in full.


	Three Months Ending
	April 30, 2008			July 31, 2008			October 31, 2008			January 31, 2009
				(in thousands)
*OPCO*
Gross Sales	$	29,244		$	29,880		$	29,880		$	29,922
Operating costs and expenses:
Cost of refining		(2,353	)		(2,406	)		(2,406	)		(2,406	)
Selling, general and administrative		(848	)		(867	)		(867	)		(867	)

Total operating costs and expenses		(3,201	)		(3,273	)		(3,273	)		(3,273	)

Deferred revenue		1,050			1,073			1,073			1,073
Adjusted EBITDA	$	27,093		$	27,680		$	27,680		$	27,722
Less:
Estimated maintenance capital expenditures and turnaround reserve		(369	)		(377	)		(377	)		(377	)
Expansion capital expenditures		0			0			0			0

Cash available for distribution from OPCO	$	26,724		$	27,303		$	27,303		$	27,345


*Big West Oil Partners, LP*
Big West Oil Partners, LP’s share of OPCO’s available cash	$	9,353		$	9,556		$	9,556		$	9,571
Public partnership expenses		(369	)		(377	)		(377	)		(377	)
Net interest expense, excluding amortization		(2,144	)		(2,192	)		(2,192	)		(2,192	)

Estimated cash available for distribution	$	6,840		$	6,987		$	6,987		$	7,002

Per unit minimum quarterly distribution	$	0.375		$	0.375		$	0.375		$	0.375
Distributions to:
Publicly held common units	$	3,504		$	3,504		$	3,504		$	3,504
Subordinated units held by the owner of our general partner		3,047			3,047			3,047			3,047
General partner interest held by our general partner		134			134			134			134

Total minimum annual cash distribution	$	6,685		$	6,685		$	6,685		$	6,685

Excess of cash available for distribution over total minimum quarterly cash distribution by Big West Oil Partners, LP	$	155		$	302		$	302		$	316

Assumptions and Considerations

Based on a number of specific assumptions, we believe that, following completion of this offering, we will have sufficient cash available for distribution to allow us to make the full minimum quarterly distribution on all the outstanding units for each quarter through January 31, 2009. These assumptions include that:

•

The refining agreement, the services agreements, the omnibus agreement and the site lease agreement each will remain in full force and effect, with no dispute, default, termination, or invocation of force majeure by either party thereunder.

•

OPCO will receive $123.2 million in aggregate gross sales and deferred revenue related to services provided under its refining agreement with Big West. We base this assumption on the further assumptions that OPCO processes volumes in excess of its minimum commitment under the refining agreement: (1) 10,000 bpd of gas oil at a price of $29.00 per barrel of gas oil processed and 1,300 bpd of gas oil at a price of $5.00 per barrel of gas oil processed and (2) 2,000 bpd of alkylation product at a price of $19.00 per barrel of alkylation product processed and 700 bpd of alkylation product at a price of $3.00 per barrel of alkylation product processed. These volumetric assumptions are based on the average daily processing volume levels for the MSCC unit and the alkylation unit for the nine months

Index to Financial Statements

ended October 31, 2007 which were 11,109 bpd and 2,679 bpd, respectively . The volume levels for the MSCC unit for this period were adversely affected by a power outage in October 2007, which resulted in ten days of unscheduled maintenance for such unit. Our volumetric assumptions for the year ending January 31, 2009 assume no periods of unscheduled maintenance for the MSCC unit and the alkylation unit. Our price assumptions are based on the applicable fees provided for in the refining agreement. See “Business—Big West Facility Units” and “Business—Historical Throughput and Production” for data relating to the historical throughput and production of our process units. If Big West were to satisfy only the minimum MSCC Commitment of 10,000 bpd of gas oil and the minimum Required Offtake Commitment of 2,000 bpd of alkylate under the refining agreement, aggregate gross sales and deferred revenue would be reduced by $3.1 million to $120.0 million and cost of refining would be reduced by $1.4 million to $8.2 million. As a result, cash available for distribution would decline to $25.7 million, which would be sufficient to pay the minimum quarterly distribution on all of the common units, subordinated units and general partner units.

•

OPCO will not receive any revenues from third parties.

•

OPCO’s cost of refining, a component of net sales, for the twelve months ended January 31, 2009 will be $9.6 million. We base this assumption on the payment under OPCO’s agreements with Big West for natural gas, electricity, water and other shared site service expenses and payments for Big West employees. Under the services agreements, costs and expenses incurred by Big West in providing services to OPCO will be expensed as incurred and allocated in accordance with GAAP and billed to OPCO for reimbursement. Pro forma costs of refining for the twelve months ended January 31, 2007 and the twelve months ended October 31, 2007 were $9.2 million and $9.4 million, respectively.

•

OPCO’s selling, general and administrative expenses, a component of net sales, for the twelve months ending January 31, 2009 will be approximately $3.5 million. We base this assumption on the payment for administrative services under OPCO’s services agreements and the rental payments to Big West under the site lease. Under the services agreements, costs and expenses incurred by Big West in providing services to OPCO will be expensed as incurred and allocated in accordance with GAAP and billed to OPCO for reimbursement. Pro forma selling, general and administrative expenses for the twelve months ended January 31, 2007 and the twelve months ended October 31, 2007 were $1.8 million and $2.8 million, respectively.

•

Our public partnership expense for the twelve months ending January 31, 2009, will be approximately $1.5 million as a result of incremental expenses associated with our operation as a publicly traded partnership. Pro forma public partnership expense for the twelve month periods ended January 31, 2007 and October 31, 2007 was $1.5 million. For three years following this offering, pursuant to the omnibus agreement, Big West will agree to reimburse us to the extent these expenses exceed $1.5 million per year.

•

Our interest expense (including commitment, letter of credit and other fees) for the twelve months ending January 31, 2009 will be approximately $10.5 million. Interest expense includes non-cash loan amortization of $250,000. Pro forma interest expense for the twelve months ended January 31, 2007 and October 31, 2007 was $10.5 million and $10.5 million, respectively. We have assumed that the interest rate under our new secured term loan will be 5.15% and under our new unsecured term loan will be 6.64% and that we will incur approximately $1.0 million in commitment and other financing-related fees.

•

We have assumed our estimated maintenance capital expenditures and turnaround reserve will be approximately $1.5 million per year, which includes the direct cost of turnarounds for OPCO’s units (which we estimate will be $1.0 million per year) as well as the loss of revenues related to such turnarounds (which we estimate will be $0.5 million per year). We have assumed OPCO’s process units will require a turnaround every five years and that each such turnaround will result in four weeks of lost revenue. These assumptions are based on the most recent scheduled turnarounds for each such unit in April 2006. We have assumed OPCO will experience no turnarounds during the forecasted period.

•

We have assumed OPCO will not make any expansion capital expenditures in the forecasted period.

Index to Financial Statements

•

No material accidents, force majeure events, releases or other unanticipated material events will occur.

•

Market, regulatory and overall economic conditions will not change substantially.

While we believe that these assumptions are reasonable in light of management’s current beliefs concerning future events, the assumptions are inherently uncertain and are subject to significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those we anticipate. If our assumptions are not realized, the actual cash available for distribution that we could generate could be substantially less than that currently expected and could, therefore, be insufficient to permit us to make the full minimum quarterly distribution on all units, in which event the market price of the common units may decline materially. When reading this section, you should keep in mind the risk factors and other cautionary statements under the heading “Risk Factors.” We do not undertake any obligation to release publicly the results of any future revisions we may make to the foregoing or to update the foregoing to reflect events or circumstances after the date of this prospectus. Therefore, you are cautioned not to place undue reliance on this information.

Index to Financial Statements

HOW WE MAKE CASH DISTRIBUTIONS

Distributions of Available Cash

General

Within 45 days after the end of each quarter, beginning with the fiscal quarter ending April 30, 2008, we will distribute our available cash to unitholders of record on the applicable record date. We will adjust the minimum quarterly distribution for the period from the closing of the offering through April 30, 2008 based on the actual length of the period.

Available Cash

Available cash generally means, for any quarter, all cash on hand at the end of the quarter (including our proportionate share of cash on hand of certain subsidiaries we do not wholly own, including OPCO):

•

less the amount of cash reserves (including our proportionate share of cash reserves of certain subsidiaries we do not wholly own) established by our general partner to:

•

provide for the proper conduct of our business;

•

comply with applicable law, any of our debt instruments or other agreements; or

•

provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters;

•

plus all cash on hand (including our proportionate share of cash on hand of certain subsidiaries we do not wholly own) on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter for which the determination is being made. Working capital borrowings are generally borrowings that are made under a credit agreement and in all cases are used solely for working capital purposes or to pay distributions to partners and with the intent of the borrower to repay such borrowings within 12 months from sources other than additional working capital borrowings.

Intent to Distribute the Minimum Quarterly Distribution

We intend to distribute to the holders of common units and subordinated units on a quarterly basis at least the minimum quarterly distribution of $0.37500 per unit, or $1.50 per year, to the extent we have sufficient cash from our operations after establishment of cash reserves and payment of fees and expenses, including payments to our general partner. However, there is no guarantee that we will pay the minimum quarterly distribution on the units in any quarter. Even if our cash distribution policy is not modified or revoked, the amount of distributions paid under our policy and the decision to make any distribution is determined by our general partner, taking into consideration the terms of our partnership agreement. Because our 35.0% interest in OPCO will be our only cash generating asset upon the closing of this offering, the amount of our distributions to unitholders initially will depend completely upon distributions by OPCO to us. OPCO will be prohibited from making any distributions to us if it would cause an event of default, or an event of default is existing, under its credit agreements. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a discussion of the restrictions to be included in the credit agreements that may restrict OPCO’s ability to make distributions.

General Partner Interest and Incentive Distribution Rights

As of the date of this offering, our general partner will be entitled to 2.0% of all quarterly distributions since inception that we make prior to our liquidation. This general partner interest will be represented by 331,633 general partner units. Our general partner has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its current general partner interest. The general partner’s initial 2.0% interest in these distributions may be reduced if we issue additional units in the future and our general partner does not contribute a proportionate amount of capital to us to maintain its 2.0% general partner interest. Our general

Index to Financial Statements

partner also currently holds incentive distribution rights that entitle it to receive increasing percentages, up to a maximum of 50.0%, of the cash we distribute from operating surplus (as defined below) in excess of $0.43125 per unit. The maximum distribution of 50.0% includes distributions paid to our general partner on its 2.0% general partner interest, and assumes that our general partner maintains its general partner interest at 2.0%. The maximum distribution of 50.0% does not include any distributions that our general partner may receive on units that it owns. Please read “—General Partner Interest and Incentive Distribution Rights” below for additional information.

Operating Surplus and Capital Surplus

General

All cash distributed to unitholders will be characterized as either “operating surplus” or “capital surplus.” Our partnership agreement requires that we distribute available cash from operating surplus differently than available cash from capital surplus.

Operating Surplus

Operating surplus generally consists of:

•

$15.0 million (as described below); plus

•

all of our cash receipts (including our proportionate share of cash receipts for certain subsidiaries we do not wholly own, including OPCO) after the closing of this offering, excluding cash from (1) borrowings that are not working capital borrowings, (2) sales of equity and debt securities, (3) sales or other dispositions of assets outside the ordinary course of business, (4) termination of interest rate swap agreements or commodity hedge contracts prior to the termination date specified therein, (5) capital contributions or (6) corporate reorganizations or restructurings; plus

•

for a period when a scheduled turnaround occurs, the aggregate amount of turnaround reserves from prior periods related to such turnaround; plus

•

working capital borrowings (including our proportionate share of working capital borrowings for certain subsidiaries we do not wholly own) made after the end of a quarter but before the date of determination of operating surplus for the quarter; less

•

all of our operating expenditures (including our proportionate share of operating expenditures by certain subsidiaries we do not wholly own) after the closing of this offering and the repayment of working capital borrowings, but not (1) the repayment of other borrowings, (2) actual maintenance capital expenditures, expansion capital expenditures or investment capital expenditures, (3) transaction expenses (including taxes) related to interim capital transactions or (4) distributions; less

•

estimated capital expenditures and turnaround reserves and the amount of cash reserves (including our proportionate share of cash reserves for certain subsidiaries we do not wholly own) established by our general partner for future operating expenditures; less

•

all working capital borrowings not repaid within twelve months after having been incurred or repaid within such twelve-month period with the proceeds of additional working capital borrowings. When such working capital borrowing is in fact repaid, it will not be treated as a reduction in operating surplus because operating surplus will have been previously reduced by the deemed repayment.

As described above, operating surplus includes a provision that will enable us, if we choose, to distribute as operating surplus up to $15.0 million of cash we receive in the future from non-operating sources, such as asset sales, issuances of securities and long-term borrowing, that would otherwise be distributed as capital surplus.

We define operating expenditures in our partnership agreement, and it generally means all of our expenditures, including, but not limited to, operating expenses, estimated maintenance capital expenditures and turnaround reserves, taxes, reimbursement of expenses incurred by our general partner on our behalf, non-pro

Index to Financial Statements

rata purchases of units (other than those made with the proceeds of an interim capital transaction (as defined below)), repayment of working capital borrowings, interest payments and payments made in the ordinary course of business under interest rate hedge contracts and commodity hedge contracts, provided that operating expenditures will not include:

•

repayment of working capital borrowings deducted from operating surplus pursuant to the last bullet point of the definition of operating surplus above when such repayment actually occurs;

•

payments of principal of and premium on indebtedness other than working capital borrowings;

•

actual maintenance capital expenditures;

•

expansion or investment capital expenditures;

•

payment of transaction expenses (including taxes) related to interim capital transactions;

•

distributions to our partners; and

•

non-pro rata purchases of units of any class made with the proceeds of an interim capital transaction.

Capital Expenditures

For purposes of determining operating surplus, maintenance capital expenditures are those capital expenditures required to maintain over the long term the operating capacity of or the revenue generated by our capital assets, and expansion capital expenditures are those capital expenditures that increase the operating capacity of or the revenue generated by capital assets. To the extent, however, that capital expenditures increase the revenues or the operating capacity of capital assets, those capital expenditures would be classified as expansion capital expenditures.

Investment capital expenditures are those capital expenditures that are neither maintenance capital expenditures nor expansion capital expenditures. Investment capital expenditures largely will consist of capital expenditures made for investment purposes. Examples of investment capital expenditures include traditional capital expenditures for investment purposes, such as purchases of securities, as well as other capital expenditures that might be made in lieu of such traditional investment capital expenditures, such as the acquisition of a capital asset for investment purposes.

Maintenance capital expenditures represent capital expenditures made to replace partially or fully depreciated assets, to maintain the existing operating capacity of our assets and to extend their useful lives, or other capital expenditures that are incurred in maintaining existing system volumes and related cash flows. Examples of maintenance capital expenditures include capital expenditures associated with turnarounds to the extent such expenditures are incurred to maintain the operating capacity of or the revenue generated by OPCO’s units.

Expansion capital expenditures represent capital expenditures made to expand the existing operating capacity of assets or to expand the operating capacity or revenues of existing or new assets, whether through construction or acquisition. Costs for repairs and minor renewals to maintain facilities in operating condition and that do not extend the useful life of existing assets will be treated as operations and maintenance expenses as we incur them.

Because we expect that maintenance capital expenditures will vary significantly in timing, the amount of actual maintenance capital expenditures may differ substantially from period to period, which could cause similar fluctuations in the amounts of operating surplus, adjusted operating surplus, and available cash for distribution to our unitholders if we subtracted actual maintenance capital expenditures from operating surplus each quarter. Accordingly, to eliminate the effect on operating surplus of these fluctuations, our partnership agreement will require that an amount equal to an estimate of the average quarterly maintenance capital expenditures necessary to maintain the operating capacity of or the revenue generated by our capital assets over the long term as well as a turnaround reserve be subtracted from operating surplus each quarter, as opposed to the actual amounts spent.

Index to Financial Statements

The amount of estimated maintenance capital expenditures and turnaround reserves deducted from operating surplus is subject to review and change by the board of directors of our general partner at least once a year, provided that any change must be approved by the board’s conflicts committee. The estimate will be made at least annually and whenever an event occurs that is likely to result in a material adjustment to the amount of our maintenance capital expenditures or turnaround reserves, such as a major acquisition or the introduction of new governmental regulations that will affect our assets. For purposes of calculating operating surplus, any adjustment to this estimate will be prospective only. For a discussion of the amounts we have allocated toward estimated maintenance capital expenditures and turnaround reserves, please read “Our Cash Distribution Policy and Restrictions on Distributions.”

Our use of estimated maintenance capital expenditures and turnaround reserves in calculating operating surplus will have the following effects:

•

it will reduce the risk that actual maintenance capital expenditures or loss of revenues from a scheduled turnaround in any one quarter will be large enough to make operating surplus less than the minimum quarterly distribution to be paid on all the units for that quarter and subsequent quarters;

•

it will reduce the need for us to borrow to pay distributions;

•

it will be more difficult for us to raise our distribution above the minimum quarterly distribution and pay incentive distributions to our general partner; and

•

it will reduce the likelihood that a large maintenance capital expenditure or loss of revenue from a scheduled turnaround in a period will prevent our general partner’s owner from being able to convert some or all of its subordinated units into common units since the effect of an estimate is to spread the expected expense over several periods, mitigating the effect of the actual payment of the expenditure on any single period.

Capital Surplus

Capital surplus consists of:

•

borrowings other than working capital borrowings;

•

sales of our equity and debt securities;

•

sales or other dispositions of assets for cash, other than inventory, accounts receivable and other current assets sold in the ordinary course of business or as part of normal retirement or replacement of assets;

•

the termination of interest rate hedge contracts or commodity hedge contracts prior to the termination date specified therein;

•

capital contributions received; and

•

corporate reorganizations or restructurings.

Characterization of Cash Distributions

We will treat all available cash distributed as coming from operating surplus until the sum of all available cash distributed since we began operations equals the operating surplus as of the most recent date of determination of available cash. We will treat any amount distributed in excess of operating surplus, regardless of its source, as capital surplus. As reflected above, operating surplus includes $15.0 million. This amount does not reflect actual cash on hand that is available for distribution to our unitholders. Rather, it is a provision that will enable us, if we choose, to distribute as operating surplus up to this amount of cash we receive in the future from non-operating sources, such as asset sales, issuances of securities, and borrowings, that would otherwise be distributed as capital surplus. We do not anticipate that we will make any distributions from capital surplus.

Index to Financial Statements

Subordination Period

General

Our partnership agreement provides that, during the subordination period (which we define below and in Appendix B), the common units will have the right to receive distributions of available cash from operating surplus in an amount equal to the minimum quarterly distribution of $0.37500 per quarter, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. The purpose of the subordinated units is to increase the likelihood that during the subordination period there will be available cash to be distributed on the common units.

Subordination Period

The subordination period will extend until the first day of any quarter beginning after January 31, 2013 that each of the following tests are met:

•

distributions of available cash from operating surplus on each of the outstanding common units, subordinated units and general partner units equaled or exceeded the minimum quarterly distribution for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;

•

the “adjusted operating surplus” (as defined below) generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of the minimum quarterly distributions on all of the outstanding common units, subordinated units and general partner units during those periods on a fully diluted basis; and

•

there are no arrearages in payment of minimum quarterly distributions on the common units.

Expiration of the Subordination Period

When the subordination period expires, each outstanding subordinated unit will convert into one common unit and will then participate pro rata with the other common units in distributions of available cash. In addition, if the unitholders remove our general partner other than for cause and units held by the general partner and its affiliates are not voted in favor of such removal:

•

the subordination period will end and each subordinated unit will immediately convert into one common unit;

•

any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and

•

the general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests.

Early Conversion of Subordinated Units

Before the end of the subordination period, up to 50.0% of the subordinated units, or up to 4,062,500 subordinated units, may convert into common units on a one-for-one basis immediately after the distribution of available cash to the partners in respect of any quarter ending on or after:

•

January 31, 2011 with respect to 25.0% of the subordinated units; and

•

January 31, 2012 with respect to an additional 25.0% of the subordinated units.

The early conversions will occur if at the end of the applicable quarter each of the following has occurred:

•

distributions of available cash from operating surplus on each of the outstanding common units, subordinated units and general partner units equaled or exceeded the sum of the minimum quarterly

Index to Financial Statements

distributions, in each case on all such units for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date;

•

the adjusted operating surplus generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of the minimum quarterly distributions, in each case on all of the outstanding common units, subordinated units and general partner units during those periods on a fully diluted basis; and

•

there are no arrearages in payment of the minimum quarterly distribution on the common units.

However, the second early conversion of the subordinated units may not occur until at least one year following the first early conversion of the subordinated units.

In addition to the early conversion of subordinated units described above, all of the subordinated units will convert into an equal number of common units on the first day of any quarter beginning after January 31, 2011 that each of the following tests are met:

•

distributions of available cash from operating surplus on each outstanding common unit, subordinated unit and the 2% general partner interest equaled or exceeded $1.8750 per unit (125% of the annualized minimum quarterly distribution) for each of the two consecutive, non-overlapping four-quarter periods immediately preceding that date;

•

the adjusted operating surplus generated during each of the two consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of a distribution of $1.8750 per unit (125% of the annualized minimum quarterly distribution) on all of the outstanding common and subordinated units and the 2% general partner interest during those periods on a fully diluted basis; and

•

there are no arrearages in payment of the minimum quarterly distribution on the common units.

Adjusted Operating Surplus

Adjusted operating surplus is intended to reflect the cash generated from operations during a particular period and therefore excludes the $15.0 million operating surplus “basket,” net increases in working capital borrowings and net drawdowns of reserves of cash generated in prior periods. Adjusted operating surplus consists of:

•

operating surplus generated with respect to that period (including the impact of turnaround reserves); less

•

any net increase in working capital borrowings (including our proportionate share of any changes in working capital borrowings of certain subsidiaries we do not wholly own, including OPCO) with respect to that period; less

•

any net decrease in cash reserves (including our proportionate share of cash reserves of certain subsidiaries we do not wholly own) for operating expenditures with respect to that period not relating to an operating expenditure made with respect to that period; plus

•

any net decrease in working capital borrowings (including our proportionate share of any changes in working capital borrowings of certain subsidiaries we do not wholly own) with respect to that period; plus

•

any net increase in cash reserves (including our proportionate share of cash reserves of certain subsidiaries we do not wholly own) for operating expenditures with respect to that period required by any debt instrument for the repayment of principal, interest or premium.

Index to Financial Statements

Distributions of Available Cash from Operating Surplus During the Subordination Period

Our partnership agreement requires that we make distributions of available cash from operating surplus for any quarter during the subordination period in the following manner:

•

first, 98.0% to the common unitholders, pro rata, and 2.0% to the general partner, until we distribute for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter;

•

second, 98.0% to the common unitholders, pro rata, and 2.0% to the general partner, until we distribute for each outstanding common unit an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for any prior quarters during the subordination period;

•

third, 98.0% to the subordinated unitholders, pro rata, and 2.0% to the general partner, until we distribute for each subordinated unit an amount equal to the minimum quarterly distribution for that quarter; and

•

thereafter, in the manner described in “—General Partner Interest and Incentive Distribution Rights” below.

The preceding discussion is based on the assumptions that our general partner maintains its 2.0% general partner interest and that we do not issue additional classes of equity securities.

Distributions of Available Cash from Operating Surplus After the Subordination Period

Our partnership agreement requires that we make distributions of available cash from operating surplus for any quarter after the subordination period in the following manner:

•

first, 98.0% to all unitholders, pro rata, and 2.0% to the general partner, until we distribute for each outstanding unit an amount equal to the minimum quarterly distribution for that quarter; and

•

thereafter, in the manner described in “—Incentive Distribution Rights” below.

The preceding discussion is based on the assumptions that our general partner maintains its 2.0% general partner interest and that we do not issue additional classes of equity securities.

General Partner Interest and Incentive Distribution Rights

Our partnership agreement provides that our general partner initially will be entitled to 2.0% of all distributions that we make prior to our liquidation. Our general partner has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its 2.0% general partner interest if we issue additional units. Our general partner’s 2.0% interest, and the percentage of our cash distributions to which it is entitled, will be proportionately reduced if we issue additional units in the future and our general partner does not contribute a proportionate amount of capital to us in order to maintain its 2.0% general partner interest. Our general partner’s capital contribution in order to maintain its 2.0% general partner interest may be in the form of a contribution of common units based on the current market value of the contributed common units.

Incentive distribution rights are a non-voting limited partner interest that represent the right to receive an increasing percentage of quarterly distributions of available cash from operating surplus after the minimum quarterly distribution and the target distribution levels have been achieved. Our general partner currently holds the incentive distribution rights, but may transfer these rights separately from its general partner interest, subject to restrictions in the partnership agreement.

If for any quarter:

•

we have distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and

Index to Financial Statements

•

we have distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution;

then, our partnership agreement requires that we distribute any additional available cash from operating surplus for that quarter among the unitholders and the general partner in the following manner:

•

first, 98.0% to all unitholders, pro rata, and 2.0% to the general partner, until each unitholder receives a total of $0.43125 per unit for that quarter (the “first target distribution”);

•

second, 85.0% to all unitholders, pro rata, and 15.0% to the general partner, until each unitholder receives a total of $0.46875 per unit for that quarter (the “second target distribution”);

•

third, 75.0% to all unitholders, pro rata, and 25.0% to the general partner, until each unitholder receives a total of $0.56250 per unit for that quarter (the “third target distribution”); and

•

thereafter, 50.0% to all unitholders, pro rata, and 50.0% to the general partner.

In each case, the amount of the target distribution set forth above is exclusive of any distributions to common unitholders to eliminate any cumulative arrearages in payment of the minimum quarterly distribution. The preceding discussion is based on the assumptions that our general partner maintains its 2.0% general partner interest and that we do not issue additional classes of equity securities.

Percentage Allocations of Available Cash from Operating Surplus

The following table illustrates the percentage allocations of the additional available cash from operating surplus between the unitholders and our general partner up to the various target distribution levels. The amounts set forth under “Marginal Percentage Interest in Distributions” are the percentage interests of our general partner and the unitholders in any available cash from operating surplus we distribute up to and including the corresponding amount in the column “Total Quarterly Distribution,” until available cash from operating surplus we distribute reaches the next target distribution level, if any. The percentage interests shown for the unitholders and the general partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution. The percentage interests set forth below for our general partner include its 2.0% general partner interest and assume our general partner has contributed any additional capital to maintain its 2.0% general partner interest and has not transferred its incentive distribution rights.


	Total Quarterly Distribution	Marginal Percentage Interest in Distributions
	Target Amount	Unitholders		General Partner
Minimum Quarterly Distribution	$0.37500	98.0	%	2.0	%
First Target Distribution	up to $0.43125	98.0	%	2.0	%
Second Target Distribution	above $0.43125 up to $0.46875	85.0	%	15.0	%
Third Target Distribution	above $0.46875 up to $0.56250	75.0	%	25.0	%
Thereafter	above $0.56250	50.0	%	50.0	%

Index to Financial Statements

Distributions from Capital Surplus

How Distributions from Capital Surplus Will Be Made

Our partnership agreement requires that we make distributions of available cash from capital surplus, if any, in the following manner:

•

first, 98.0% to all unitholders, pro rata, and 2.0% to the general partner, until we distribute for each common unit that was issued in this offering, an amount of available cash from capital surplus equal to the initial public offering price;

•

second, 98.0% to the common unitholders, pro rata, and 2.0% to the general partner, until we distribute for each common unit, an amount of available cash from capital surplus equal to any unpaid arrearages in payment of the minimum quarterly distribution on the common units; and

•

thereafter, we will make all distributions of available cash from capital surplus as if they were from operating surplus.

Effect of a Distribution from Capital Surplus

Our partnership agreement treats a distribution of capital surplus as the repayment of the initial unit price from this initial public offering, which is a return of capital. The initial public offering price less any distributions of capital surplus per unit is referred to as the “unrecovered initial unit price.” Each time a distribution of capital surplus is made, the minimum quarterly distribution and the target distribution levels will be reduced in the same proportion as the corresponding reduction in the unrecovered initial unit price. Because distributions of capital surplus will reduce the minimum quarterly distribution, after any of these distributions are made, it may be easier for the general partner to receive incentive distributions and for the subordinated units to convert into common units. However, any distribution of capital surplus before the unrecovered initial unit price is reduced to zero cannot be applied to the payment of the minimum quarterly distribution or any arrearages.

Once we distribute capital surplus on a unit issued in this offering in an amount equal to the initial unit price, our partnership agreement specifies that the minimum quarterly distribution and the target distribution levels will be reduced to zero. Our partnership agreement specifies that we then make all future distributions from operating surplus, with 50.0% being paid to the holders of units and 50.0% to the general partner. The percentage interests shown for our general partner include its 2.0% general partner interest and assume the general partner has not transferred the incentive distribution rights.

Adjustment to the Minimum Quarterly Distribution and Target Distribution Levels

In addition to adjusting the minimum quarterly distribution and target distribution levels to reflect a distribution of capital surplus, if we combine our units into fewer units or subdivide our units into a greater number of units, our partnership agreement specifies that the following items will be proportionately adjusted:

•

the minimum quarterly distribution;

•

target distribution levels;

•

the unrecovered initial unit price; and

•

the number of common units into which a subordinated unit is convertible.

For example, if a two-for-one split of the common units should occur, the minimum quarterly distribution, the target distribution levels and the unrecovered initial unit price would each be reduced to 50.0% of its initial level, and each subordinated unit would be convertible into two common units. Our partnership agreement provides that we not make any adjustment by reason of the issuance of additional units for cash or property.

In addition, if legislation is enacted or if existing law is modified or interpreted by a governmental taxing authority, so that we or OPCO become taxable as a corporation or otherwise subject to taxation as an entity for

Index to Financial Statements

federal, state or local income tax purposes, our partnership agreement specifies that the minimum quarterly distribution and the target distribution levels for each quarter will be reduced by multiplying each distribution level by a fraction, the numerator of which is available cash for that quarter and the denominator of which is the sum of available cash for that quarter plus the general partner’s estimate of our aggregate liability for the quarter for such income taxes payable by reason of such legislation or interpretation. To the extent that the actual tax liability differs from the estimated tax liability for any quarter, the difference will be accounted for in subsequent quarters.

Distributions of Cash Upon Liquidation

General

If we dissolve in accordance with the partnership agreement, we will sell or otherwise dispose of our assets in a process called liquidation. We will first apply the proceeds of liquidation to the payment of our creditors. We will distribute any remaining proceeds to the unitholders and the general partner, in accordance with their capital account balances, as adjusted to reflect any gain or loss upon the sale or other disposition of our assets in liquidation.

The allocations of gain and loss upon liquidation are intended, to the extent possible, to entitle the holders of outstanding common units to a preference over the holders of outstanding subordinated units upon our liquidation, to the extent required to permit common unitholders to receive their unrecovered initial unit price plus the minimum quarterly distribution for the quarter during which liquidation occurs plus any unpaid arrearages in payment of the minimum quarterly distribution on the common units. However, there may not be sufficient gain upon our liquidation to enable the holders of common units to fully recover all of these amounts, even though there may be cash available for distribution to the holders of subordinated units. Any further net gain recognized upon liquidation will be allocated in a manner that takes into account the incentive distribution rights of the general partner.

Manner of Adjustments for Gain

The manner of the adjustment for gain is set forth in the partnership agreement. If our liquidation occurs before the end of the subordination period, we will allocate any gain to the partners in the following manner:

•

first, to the general partner and the holders of units who have negative balances in their capital accounts to the extent of and in proportion to those negative balances;

•

second, 98.0% to the common unitholders, pro rata, and 2.0% to the general partner, until the capital account for each common unit is equal to the sum of: (1) the unrecovered initial unit price; (2) the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs; and (3) any unpaid arrearages in payment of the minimum quarterly distribution;

•

third, 98.0% to the subordinated unitholders, pro rata, and 2.0% to the general partner until the capital account for each subordinated unit is equal to the sum of: (1) the unrecovered initial unit price; and (2) the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs;

•

fourth, 98.0% to all unitholders, pro rata, and 2.0% to the general partner, until we allocate under this paragraph an amount per unit equal to: (1) the sum of the excess of the first target distribution per unit over the minimum quarterly distribution per unit for each quarter of our existence; less (2) the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the minimum quarterly distribution per unit that we distributed 98.0% to the unitholders, pro rata, and 2.0% to the general partner, for each quarter of our existence;

•

fifth, 85.0% to all unitholders, pro rata, and 15.0% to the general partner, until we allocate under this paragraph an amount per unit equal to: (1) the sum of the excess of the second target distribution per

Index to Financial Statements

unit over the first target distribution per unit for each quarter of our existence; less (2) the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the first target distribution per unit that we distributed 85.0% to the unitholders, pro rata, and 15.0% to the general partner for each quarter of our existence;

•

sixth, 75.0% to all unitholders, pro rata, and 25.0% to the general partner, until we allocate under this paragraph an amount per unit equal to: (1) the sum of the excess of the third target distribution per unit over the second target distribution per unit for each quarter of our existence; less (2) the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the second target distribution per unit that we distributed 75.0% to the unitholders, pro rata, and 25.0% to the general partner for each quarter of our existence; and

•

thereafter, 50.0% to all unitholders, pro rata, and 50.0% to the general partner.

The percentage interests set forth above for our general partner include its 2.0% general partner interest and assume the general partner has not transferred the incentive distribution rights.

If the liquidation occurs after the end of the subordination period, the distinction between common units and subordinated units will disappear, so that clause (3) of the second bullet point above and all of the third bullet point above will no longer be applicable.

Manner of Adjustments for Losses

If our liquidation occurs before the end of the subordination period, we will generally allocate any loss to the general partner and the unitholders in the following manner:

•

first, 98.0% to holders of subordinated units in proportion to the positive balances in their capital accounts and 2.0% to the general partner, until the capital accounts of the subordinated unitholders have been reduced to zero;

•

second, 98.0% to the holders of common units in proportion to the positive balances in their capital accounts and 2.0% to the general partner, until the capital accounts of the common unitholders have been reduced to zero; and

•

thereafter, 100.0% to the general partner.

If the liquidation occurs after the end of the subordination period, the distinction between common units and subordinated units will disappear, so that all of the first bullet point above will no longer be applicable.

Adjustments to Capital Accounts

Our partnership agreement requires that we make adjustments to capital accounts upon the issuance of additional units. In this regard, our partnership agreement specifies that we allocate any unrealized and, for tax purposes, unrecognized gain or loss resulting from the adjustments to the unitholders and the general partner in the same manner as we allocate gain or loss upon liquidation. In the event that we make positive adjustments to the capital accounts upon the issuance of additional units, our partnership agreement requires that we allocate any later negative adjustments to the capital accounts resulting from the issuance of additional units or upon our liquidation in a manner which results, to the extent possible, in the general partner’s capital account balances equaling the amount which they would have been if no earlier positive adjustments to the capital accounts had been made.

Index to Financial Statements

BIG WEST OIL PARTNERS, LP

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Introduction

The unaudited pro forma financial statements of Big West Oil Partners, LP (“Partnership”) as of October 31, 2007, for the fiscal year ended January 31, 2007 and for the nine months ended October 31, 2007 are based on the unaudited pro forma balance sheet and statement of operations of Big West Oil Operating, LP (“OPCO”). OPCO’s unaudited pro forma financial statements are based on the historical balance sheet and statement of operations of Big West Oil Predecessor. A 35.0% interest in OPCO will be contributed to the Partnership at or prior to the closing of the initial public offering of the Partnership (the “Offering”), which will consist of a 34.999% limited partner interest in OPCO and a 0.001% general partner interest in OPCO held through a wholly-owned subsidiary of the Partnership.

The unaudited pro forma balance sheet and statement of operations were derived by adjusting the historical financial statements of Big West Oil Predecessor. The adjustments are based on currently available information and certain estimates and assumptions; therefore, actual adjustments will differ from pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transaction as contemplated and the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the pro forma financial information. The pro forma financial statements have been prepared on the basis that the Partnership will be treated as a partnership for federal and state income tax purposes but may be subject to applicable local and state taxes. The unaudited pro forma financial statements should be read in conjunction with the accompanying notes and with the historical financial statements and related notes of Big West Oil Predecessor.

The Partnership will own and control the general partner of OPCO and own a 35.0% aggregate interest in OPCO. However, OPCO is a variable interest entity as defined by FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51. Big West is the primary beneficiary of OPCO based on the nature of the refining and services agreements and consolidates the operations of OPCO. Therefore, the Partnership reflects its ownership interest in OPCO on an equity basis, which means that OPCO’s financial results will be recognized as income from its equity method investment in OPCO on the Partnership’s statement of operations. In addition to the income from its equity method investment in OPCO, the Partnership has general and administrative expenses from operating as a public entity, interest expense on notes, and interest income on investments. The Partnership’s cash flow consists of cash distributions from OPCO based on the Partnership’s ownership interest in OPCO.

The pro forma adjustments have been prepared as if the transactions to be effected at the closing of the Offering had taken place on October 31, 2007, in the case of the pro forma balance sheet, or as of February 1, 2006, in the case of the pro forma statements of operations for the fiscal year ended January 31, 2007 and nine months ended October 31, 2007.

The pro forma financial statements reflect the following transactions:

•

the contribution to OPCO of the Salt Lake refining complex’s MSCC unit and alkylation unit;

•

the transfer by Big West Oil, LLC (“Big West”) to the Partnership of a 34.999% limited partner interest in OPCO and a 100% interest in Big West Operating GP, LLC, which holds a 0.001% general partner interest in OPCO;

•

the issuance by the Partnership to a subsidiary of Big West of 8,125,000 subordinated units;

•

the issuance by the Partnership to Big West GP, LLC, the Partnership’s general partner, of a 2.0% general partner interest represented by 331,633 general partner units, and all of its incentive distribution rights;

Index to Financial Statements

•

the sale by the Partnership of 8,125,000 common units to the public at an assumed initial public offering price of $20.00 per common unit;

•

the payment of estimated underwriting commissions and other offering and transaction expenses;

•

the application of the net proceeds of the Offering: (1) to purchase approximately $130.0 million of certificates of deposit, which will be assigned as collateral for the secured term loan portion of the Partnership’s new credit facility; and (2) to make a $18.0 million distribution to Big West;

•

the borrowing of approximately $130.0 million in secured term debt and $151.0 million in unsecured term debt under the Partnership’s new credit facility;

•

the distribution of $280.0 million to Big West from borrowings under the Partnership’s new credit facility; and

•

the entry by OPCO into a refining agreement, shared services agreement, master services agreement and site lease with Big West and its affiliates and the entry by OPCO and the Partnership into the omnibus agreement with Flying J, Big West and their affiliates.

The unaudited pro forma financial statements and accompanying notes have been prepared in conformity with U.S. generally accepted accounting principles (or “GAAP”) consistent with those used in, and should be read together with, Big West Oil Predecessor’s historical financial statements and related notes, which are included elsewhere in this prospectus.

The unaudited pro forma financial statements do not purport to present the Partnership’s results of operations had the Offering and related transactions to be effected in connection with the Offering actually been completed at the dates indicated. In addition, they do not project the Partnership’s results of operations for any future period.

Index to Financial Statements

BIG WEST OIL PARTNERS, LP

Unaudited Pro Forma Balance Sheet

as of October 31, 2007

(Dollars in thousands)


	Big West Oil Predecessor			Excluded Assets Adjustments			Big West Oil Operating, LP (“OPCO”)		Offering and Related Financing Transactions			Pro Forma Big West Oil Partners, LP
Current assets:
Cash	$	4,825		$	(4,825	)^(a)	$	—	$	162,500	^(c)	$	—
										(14,500	)^(d)
										281,000	^(e)
										(298,000	)^(g)
										(130,000	)^(h)
										(1,000	)^(f)
Short term investments		—			—			—		130,000	^(h)		130,000
Trade receivables		84,908			(84,908	)^(a)		—		—			—
Trade receivables from affiliated companies		13,847			(13,847	)^(a)		—		—			—
Inventories		209,955			(209,955	)^(a)		—		—			—
Prepaid expenses		4,933			(4,933	)^(a)		—		—			—

Total current assets		318,468			(318,468	)		—		130,000			130,000

Land, buildings, and equipment:
Land and improvements		7,280			(7,280	)^(a)		—		—			—
Buildings		3,988			(3,988	)^(a)		—		—			—
Equipment		316,422			(316,422	)^(a)		56,810		(56,810	)⁽ⁱ⁾		—
					56,810	^(b)							—
Construction in progress		269,224			(269,224	)^(a)		—		—			—

		596,914			(540,104	)		56,810		(56,810	)		—
Less accumulated depreciation and amortization		84,561			(84,561	)^(a)		13,240		(13,240	)⁽ⁱ⁾		—
					13,240	^(b)

Net land, buildings, and equipment		512,353			(468,783	)		43,570		(43,570	)		—

Investment in subsidiary		—			—			—		15,250	^(k)		15,250
Other assets		46,710			(46,710	)^(a)		—		1,000	^(f)		1,000

Total assets	$	877,531		$	(833,961	)	$	43,570	$	102,680		$	146,250

Liabilities and Member’s/Partners’ Equity
Current liabilities:
Current installments of long-term debt	$	4,000		$	(4,000	)^(a)	$	—	$	—		$	—
Accounts payable		256,928			(256,928	)^(a)		—		—			—
Accounts payable to affiliated companies		6,001			(6,001	)^(a)		—		—			—
Accrued fuel, property, and state taxes		25,259			(25,259	)^(a)		—		—			—
Payable to affiliated companies		719			(719	)^(a)		—		—			—
Other accrued liabilities		13,201			(13,201	)^(a)		—		—			—

Total current liabilities		306,108			(306,108	)		—		—			—

Long-term debt, excluding current installments		176,200			(176,200	)^(a)		—		281,000	^(e)		281,000
Other liabilities		4,563			(4,563	)^(a)		—		—			—

Total liabilities		486,871			(486,871	)		—		281,000			281,000

Member’s equity:
Member’s equity		392,907			(392,907	)^(a)		43,570		15,250	^(k)		—
					43,570	^(b)				(298,000	)^(g)
										(43,570	)⁽ⁱ⁾
										282,750	^(j)
Accumulated other comprehensive loss		(2,247	)		2,247	^(a)		—		—			—

Total member’s equity		390,660			(347,090	)		43,570		(43,570	)		—

Partners’ equity:
Limited partner interests
Common units										162,500	^(c)		148,000
										(14,500	)^(d)
Subordinated units										(271,662	)^(j)		(271,662	)
General partner interest										(11,088	)^(j)		(11,088	)

Total partners’ equity		—			—			—		(134,750	)		(134,750	)

Total liabilities and member’s/partners’ equity	$	877,531		$	(833,961	)	$	43,570	$	102,680		$	146,250

The accompanying notes are an integral part of the unaudited pro forma financial statements.

Index to Financial Statements

BIG WEST OIL PARTNERS, LP

Unaudited Pro Forma Statement of Income

For the Year Ended January 31, 2007

(Dollars in thousands, except per unit amounts)


	Big West Oil Predecessor			Excluded Operating Results			Big West Oil Operating, LP (“OPCO”)		Offering and Related Financing Transactions			ProForma Big West Oil Partners, LP
Sales	$	2,410,078		$	(2,410,078	)^(l)	$	104,731	$	(104,731	)^(p)	$	—
					104,731	^(m)
Operating costs and expenses:
Cost of products (exclusive of depreciation and amortization)		2,149,090			(2,149,090	)^(l)		—					—
Cost of refining (exclusive of depreciation and amortization)		140,257			(140,257	)^(l)		—					—
Selling, general, and administrative		12,208			(12,208	)^(l)		—		1,500	^(q)		1,500
					50	⁽ⁿ⁾		50		(50	)⁽ⁿ⁾

Depreciation and amortization		18,748			(18,748	)^(l)		3,557		(3,557	)^(p)		—
					3,557	^(o)
Gain on sale of other assets		(838	)		838	^(l)		—					—

		2,319,465			(2,315,858	)		3,607		(2,107	)		1,500

Income from operations		90,613			10,511			101,124		(102,624	)		(1,500	)

Other income (expenses):
Interest expense		(115	)		115	^(l)		—		(16,725	)^(r)		(16,975	)
										(250	)^(s)
Interest income		334			(334	)^(l)		—		6,500	^(t)		6,500
Income from investments in affiliated companies		—			—			—		35,393	^(u)		35,393
Losses on derivative activities		(2,528	)		2,528	^(l)		—		—			—

		(2,309	)		2,309			—		24,918			24,918

Net income	$	88,304		$	12,820		$	101,124	$	(77,706	)	$	23,418

General partner interest in net income												$	468
Limited partner interest in net income attributable to common units													12,188
Limited partner interest in net income attributable to subordinated units													10,762
Net income per^(v):
Common unit (basic and diluted)												$	1.50
Subordinated (basic and diluted)													1.32
Weighted average number of units outstanding:
Common unit (basic and diluted)													8,125,000
Subordinated (basic and diluted)													8,125,000

The accompanying notes are an integral part of the unaudited pro forma financial statements.

Index to Financial Statements

BIG WEST OIL PARTNERS, LP

Unaudited Pro Forma Statement of Income

For the Nine Months Ended October 31, 2007

(Dollars in thousands, except per unit amounts)


	Big West Oil Predecessor			Excluded Operating Results			Big West Oil Operating, LP (“OPCO”)		Offering and Related Financing Transactions			ProForma Big West Oil Partners, LP
Sales	$	2,217,862		$	(2,217,862	)^(l)	$	79,296	$	(79,296	)^(p)	$	—
					79,296	^(m)
Operating costs and expenses:
Cost of products (exclusive of depreciation and amortization)		1,877,854			(1,877,854	)^(l)		—					—
Cost of refining (exclusive of depreciation and amortization)		122,696			(122,696	)^(l)		—					—
Selling, general, and administrative		14,509			(14,509	)^(l)		—		1,125	^(q)		1,125
					38	⁽ⁿ⁾		38		(38	)⁽ⁿ⁾

Depreciation and amortization		20,778			(20,778	)^(l)		2,669		(2,669	)^(p)		—
					2,669	^(o)
Gain on sale of other assets		(3,077	)		3,077	^(l)		—					—

		2,032,760			(2,030,053	)		2,707		(1,582	)		1,125

Income from operations		185,102			(108,513	)		76,589		(77,714	)		(1,125	)

Other income (expenses):
Interest expense		881			(881	)		—		(12,544	)^(r)		(12,731	)
										(188	)^(s)
Interest income		451			(451	)^(l)				4,875	^(t)		4,875
Income from investments in affiliated companies		—						—		26,806	^(u)		26,806
Losses on derivative activities		(4,003	)		4,003	^(l)		—					—

Total other income (expense)		(2,671	)		2,671			—		18,950			18,950

Net income	$	182,431		$	(105,842	)	$	76,589	$	(58,764	)	$	17,825

General partner interest in net income												$	356
Limited partner interest in net income attributable to common units													9,141
Limited partner interest in net income attributable to subordinated units													8,328
Net income per^(v):
Common unit (basic and diluted)												$	1.13
Subordinated (basic and diluted)													1.02
Weighted average number of units outstanding:
Common unit (basic and diluted)													8,125,000
Subordinated (basic and diluted)													8,125,000

The accompanying notes are an integral part of the unaudited pro forma financial statements.

Index to Financial Statements

BIG WEST OIL PARTNERS, LP

Notes to Unaudited Pro Forma Financial Statements

Pro Forma Adjustments and Assumptions

(a) Reflects the elimination of assets, liabilities and member’s equity and expenses not contributed to OPCO but included in the historical combined financial statements of Big West Oil Predecessor. The Bakersfield refining complex and all process units in the Salt Lake refining complex other than OPCO’s units have been retained by Big West.

(b) Reflects the contribution of the milli-second catalytic cracking unit and alkylation unit at the Salt Lake refining complex (“OPCO’s units”) to OPCO. The OPCO units are recorded at their historical cost with their historical accumulated depreciation.

(c) Reflects the gross proceeds to the Partnership of $162.5 million from the issuance and sale of 8,125,000 common units at an assumed initial public offering price of $20.00 per unit.

(d) Reflects the payment of the estimated underwriting discount, structuring fee and other expenses of the Offering of $14.5 million.

(e) Reflects the proceeds from the borrowing of $130.0 million in secured term debt collateralized by $130.0 million in certificates of deposit; and proceeds from the borrowing of $151.0 million in unsecured term debt under the Partnership’s new credit facility.

(f) Reflects the payment of financing and commitment fees associated with the Partnership’s new credit facility.

(g) Reflects the $280.0 million distribution to Big West from the net proceeds of the Partnership’s borrowings and the $18.0 million distribution to Big West from the net proceeds of the Offering.

(h) Reflects the purchase of certificates of deposit pledged as collateral on the $130.0 million in secured term debt.

(i) As a result of the Partnership accounting for its ownership interest in OPCO on an equity basis, this entry reflects the elimination of OPCO’s account balances.

(j) Partnership deficit consists of $15.2 million of capital contribution recorded on a historical basis less the distribution of $298.0 million (see note (g)). Reflects the allocation of $282.8 million of net partnership deficit, of which $271.7 million is allocated to the 8,125,000 subordinated units and $11.1 million is allocated to the general partner interest, all of which are held by affiliates of Big West.

(k) Reflects the Partnership’s 35.0% investment in OPCO, which is accounted for according to the equity method. Summarized financial information for OPCO as of and for the nine months ended October 31, 2007 and for the year ended January 31, 2007 is as follows (in thousands):


	Nine Months Ended October 31, 2007		Year Ended January 31, 2007
Non-current assets	$	43,570
Sales		79,296	$	104,731
Income from operations		76,589		101,124
Net income		76,589		101,124

(l) Reflects the elimination of the operating results that are not continuing in OPCO.

(m) Reflects the estimated net sales of OPCO based on its refining agreement and services agreements with Big West. Net sales consist of refining revenue recognized by OPCO under the refining agreement less the payment by OPCO of fees under the shared services agreement and the master services agreement. The refining agreement along with the master services agreement and the shared services agreement are

Index to Financial Statements

collectively considered as one agreement for purposes of analysis under GAAP, which is treated as a lease for accounting purposes. OPCO has determined that the minimum refining fees for the first 24 years are fixed lease payments that are required to be recorded on a straight-line basis over the 25-year life of the agreement. Minimum required payments under the refining agreement in excess of the recognized revenue will be recorded as deferred revenue which is expected to be recognized at the end of the refining agreement.

(n) Reflects the site lease payment from OPCO to Big West.

(o) Reflects the depreciation on OPCO’s units. Depreciation is calculated on a straight-line basis over their estimated useful lives of 5 to 30 years.

(p) As a result of the Partnership accounting for its ownership interest in OPCO on an equity basis, this entry reflects the elimination of OPCO’s operating results.

(q) Reflects the general and administrative expenses from operating as a stand-alone public partnership. Upon completion of this offering, the Partnership anticipates incurring general and administrative expenses as a result of being a publicly traded limited partnership of approximately $1.5 million per year, including costs associated with annual and quarterly reports to unit holders, financial statement audit, tax return and Schedule K-1 preparation and distribution, investor relations activities, registrar and transfer agent fees, non-employee director compensation and additional insurance costs, including director and officer insurance. Pursuant to the omnibus agreement the Partnership will enter into with Big West and other parties, Big West will agree to reimburse the Partnership for general and administrative expenses it will incur as a public partnership in excess of $1.5 million per year for a period of three years after the Offering.

(r) Reflects the estimated interest expense on the $130.0 million secured term loan at 5.15% and the $151.0 million unsecured term loan at 6.64%.

(s) Reflects the loan cost amortization related to the Partnership’s term debt.

(t) Reflects the estimated interest income on $130.0 million of certificates of deposit at 5.00%.

(u) Reflects the 35.0% share of estimated earnings of OPCO.

(v) Pro forma net income per unit is determined, in accordance with Emerging Issues Task Force Issue No. 03-6, Participating Securities and the Two-Class Method under FASB Statement No. 128, by dividing the pro forma net income available to the common and subordinated unitholders, after deducting the general partner’s interest in the pro forma net income, by the weighted average number of common and subordinated units expected to be outstanding at the closing of the offering. Our partnership agreement provides that, during the subordination period, the common units will have the right to receive distributions of available cash from operating surplus in an amount equal to the minimum quarterly distribution of $0.37500 per quarter, plus any arrearages in the payment of the minimum quarterly distribution on the common units from prior quarters, before any distributions of available cash from operating surplus may be made on the subordinated units. These units are deemed “subordinated” because for a period of time, referred to as the subordination period, the subordinated units will not be entitled to receive any distributions until the common units have received the minimum quarterly distribution plus any arrearages from prior quarters. Furthermore, no arrearages will be paid on the subordinated units. For purposes of the calculation of pro forma net income per unit, we assumed that the minimum quarterly distribution was made to all unitholders for each quarter during the periods presented and that the number of units outstanding were 8,125,000 common units and 8,125,000 subordinated units. All units were assumed to have been outstanding since February 1, 2006. Basic and diluted pro forma net income per unit are equivalent as there are no dilutive units at the date of closing of the offering of the common units of the Partnership. Pursuant to the partnership agreement, to the extent that the quarterly distributions exceed certain targets, the general partner is entitled to receive certain incentive distributions that will result in more net income proportionately being allocated to the general partner than to the holders of common and subordinated units.

Index to Financial Statements

SELECTED HISTORICAL FINANCIAL AND OPERATING DATA

The following table shows selected historical financial and operating data of Big West Oil Predecessor, the predecessor to Big West Oil Partners, LP, for the periods and as of the dates indicated. The selected historical financial data as of January 31, 2003, 2004, 2005, 2006 and 2007 and October 31, 2006 and 2007 and for the fiscal years ended January 31, 2003, 2004, 2005, 2006 and 2007 and the nine months ended October 31, 2006 and 2007 are derived from the financial statements of Big West Oil Predecessor. The historical financial statements of Big West Oil Predecessor reflect all of the assets located in the Salt Lake refining complex, as well as, for periods on and after March 15, 2005, the refining complex in Bakersfield, California that Big West of California, LLC, a wholly owned subsidiary of Big West acquired from Shell Oil Products U.S. The assets of our partnership on the closing date of the offering will consist only of our interests in OPCO. OPCO’s assets will consist only of the MSCC unit and the alkylation unit located at the Salt Lake refining complex. Accordingly, the historical financial statements will reflect significantly larger asset values and results of operations than our partnership will have on the closing date of the offering. Moreover, Big West Oil Predecessor’s historical financial statements before and after the acquisition of the Bakersfield refining complex on March 15, 2005 are not directly comparable, because periods subsequent to the acquisition reflect the addition of the Bakersfield refining complex’s assets and results of operations. In addition, Big West expanded the crude unit at the Salt Lake refining complex in 2004 and expanded the MSCC unit and the alkylation unit at the Salt Lake refining complex in 2006, which resulted in increased throughput at that refining complex subsequent to those expansions.

The following table includes the non-GAAP financial measures: Adjusted EBITDA, refining margin per barrel and cost of refining per barrel. For definitions of these Non-GAAP financial measures and reconciliations to their most comparable GAAP financial measures, please read “—Non-GAAP Financial Measures” below.

We derived the information in the following table from, and that information should be read together with and is qualified in its entirety by reference to, the historical financial statements and the accompanying notes included elsewhere in this prospectus. The table should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Big West Oil Partners, LP Unaudited Pro Forma Financial Statements.”

Index to Financial Statements


	Big West Oil Predecessor Historical
	Fiscal Year Ended January 31,															Nine Months Ended October 31,
	2003			2004			2005			2006			2007			2006			2007
																(unaudited)
	(in thousands, except for operating data)
Statement of Operations Data:
Sales	$	310,474		$	481,358		$	715,700		$	2,016,973		$	2,410,078		$	1,877,505		$	2,217,862
Operating costs and expenses:
Cost of products (exclusive of depreciation)		265,506			408,134			619,726			1,729,022			2,149,090			1,675,995			1,877,854
Cost of refining (exclusive of depreciation and amortization)		19,329			22,568			24,945			133,200			140,257			108,193			122,696
Selling, general and administrative		3,107			3,850			4,785			10,216			12,208			8,758			14,509
Depreciation and amortization		4,944			6,834			6,130			19,220			18,748			13,523			20,778
Gain on sale of other assets		—			—			—			—			(838	)		(396	)		(3,077	)

Total operating costs and expenses		292,886			441,386			655,586			1,891,658			2,319,465			1,806,073			2,032,760

Income from operations		17,588			39,972			60,114			125,315			90,613			71,432			185,102
Other income (expense):
Interest expense, net		(2,912	)		(2,601	)		(958	)		(2,150	)		219			336			1,332
Other income		(50	)		(13	)		—			—			—
Income (loss) from investments in affiliated companies^(a)		(183	)		96			—			—			—
Loss on derivative activities		(308	)		(419	)		(7,084	)		(18,106	)		(2,528	)		469			(4,003	)

Total other income (expenses)		(3,453	)		(2,937	)		(8,042	)		(20,256	)		(2,309	)		805			(2,671	)

Net income	$	14,135		$	37,035		$	52,072		$	105,059		$	88,304		$	72,237		$	182,431

Cash Flow Data:
Cash flows provided by operating activities	$	17,515		$	35,391		$	49,319		$	165,369		$	58,518		$	56,356		$	194,852
Cash flows used in investing activities		(14,161	)		(9,065	)		(31,726	)		(211,277	)		(150,328	)		(114,375	)		(138,354	)
Cash flows provided by (used in) financing activities		(1,789	)		(25,319	)		(19,856	)		47,250			90,480			58,072			(52,047	)

Other Data:
Adjusted EBITDA^(b)	$	22,299		$	46,889		$	66,244		$	144,535		$	109,361		$	84,955		$	205,880
Capital expenditures		13,907			9,065			21,726			35,330			151,418			114,990			141,543
Balance Sheet Data (end of period):
Total assets	$	113,157		$	129,201		$	173,903		$	475,716		$	659,368		$	595,181		$	877,531
Total debt		39,565			29,803			22,211			35,392			146,571			115,452			180,200
Total liabilities		84,371			80,110			88,374			238,135			360,339			311,363			486,871
Member’s equity		28,786			49,091			85,529			237,581			299,029			283,818			390,660
Operating Data:
Salt Lake refining complex throughput (bpd)^(c)		24,996			28,498			29,520			32,027			30,426			29,699			30,630
Bakersfield refining complex throughput (bpd)^(c)		—			—			—			56,874			54,671			55,166			64,527
Big West consolidated throughput (bpd)		24,996			28,498			29,520			88,901			85,097			84,865			95, 156
Big West consolidated throughput (in millions of barrels)		9.1			10.4			10.8			30.1			31.1			23.2			26.0
Salt Lake refining complex sales (bpd)		24,530			31,970			36,858			32,953			31,565			31,487			31,273
Bakersfield refining complex sales (bpd)		—			—			—			55,675			56,555			56,310			68,907
Per barrel of throughput:
Salt Lake refining complex refining margin^(d)	$	4.93		$	7.04		$	8.88		$	11.10		$	14.88		$	15.74		$	24.12
Bakersfield refining complex refining margin^(d)		—			—			—			8.61			4.80			4.91			7.85
Big West consolidated refining margin (per barrel of throughput)^(d)		4.93			7.04			8.88			9.58			8.40			8.70			13.09
Salt Lake refining complex cost of refining^(e)		2.12			2.17			2.31			2.43			2.84			2.83			3.18
Bakersfield refining complex cost of refining^(e)		—			—			—			5.71

Big West Oil Partners, LP S-1/A