4//SEC Filing
PACIFIC ENERGY PARTNERS LP 4
Accession 0001358582-06-000039
CIK 0001168397operating
Filed
May 15, 8:00 PM ET
Accepted
May 16, 3:34 PM ET
Size
20.0 KB
Accession
0001358582-06-000039
Insider Transaction Report
Form 4
Transactions
- Sale
Subordinated Units Representing Limited Partner Interests
2006-05-11$28.89/sh−570,818$16,490,932→ 3,088,272 total(indirect: By LB Pacific, LP)→ Common Units Representing Limited Partner Interests (570,818 underlying) - Sale
Subordinated Units Representing Limited Partner Interests
2006-05-11$30.46/sh−285,409$8,693,558→ 1,544,136 total(indirect: By LB Pacific, LP)→ Common Units Representing Limited Partner Interests (285,409 underlying) - Sale
Common Units
2006-05-11$31.40/sh−285,409$8,961,843→ 1,544,136 total(indirect: By LB Pacific, LP)
Transactions
- Sale
Subordinated Units Representing Limited Partner Interests
2006-05-11$28.89/sh−570,818$16,490,932→ 3,088,272 total(indirect: By LB Pacific, LP)→ Common Units Representing Limited Partner Interests (570,818 underlying) - Sale
Subordinated Units Representing Limited Partner Interests
2006-05-11$30.46/sh−285,409$8,693,558→ 1,544,136 total(indirect: By LB Pacific, LP)→ Common Units Representing Limited Partner Interests (285,409 underlying) - Sale
Common Units
2006-05-11$31.40/sh−285,409$8,961,843→ 1,544,136 total(indirect: By LB Pacific, LP)
LB I GROUP INC
Other
Transactions
- Sale
Common Units
2006-05-11$31.40/sh−285,409$8,961,843→ 1,544,136 total(indirect: By LB Pacific, LP) - Sale
Subordinated Units Representing Limited Partner Interests
2006-05-11$30.46/sh−285,409$8,693,558→ 1,544,136 total(indirect: By LB Pacific, LP)→ Common Units Representing Limited Partner Interests (285,409 underlying) - Sale
Subordinated Units Representing Limited Partner Interests
2006-05-11$28.89/sh−570,818$16,490,932→ 3,088,272 total(indirect: By LB Pacific, LP)→ Common Units Representing Limited Partner Interests (570,818 underlying)
Footnotes (10)
- [F1]On May 11, 2006, LB I Group Inc. sold 10.9% of the limited partner interests in LB Pacific LP, which directly owns the Common Units and Subordinated Units. LB I Group also sold 10.9% of the membership interests in LB Pacific GP, LLC, which owns the .1% general partner interest in LB Pacific, LP. The transaction reported herein is the indirect disposition of Subordinated Units and Common Units held by LB Pacific LP by virtue of the disposition of equity interests in LB Pacific LP and LB Pacific GP LLC. The numbers of Common Units and Subordinated Units shown as disposed of is based on applying the decrease in proportionate interest of LBI Group Inc. in LB Pacific LP, directly and indirectly through LB Pacific GP, LLC, to the respective numbers of Common Units and Subordinated Units held by LP Pacific LP.
- [F10]Each of Lehman Brothers Inc. and LB I Group Inc. may be deemed to beneficially own 196,997 of these Subordinated Units, which is based on the indirect proportionate interest of LBI Group Inc., following the reported transactions, in such Subordinated Units by virtue of its direct and indirect equity interest in LB Pacific LP. Lehman Brothers Holdings Inc. may be deemed to have beneficial ownership of the same securities through its 100% equity interest in Lehman Brothers Inc. In addition, Lehman Brothers Holdings Inc. may be deemed to have a beneficial ownership interest in 2,891,276 additional Subordinated Units convertible on the same basis attributable to an additional direct and indirect proportionate interest in LB Pacific LP held by investment funds managed by direct and indirect subsidiaries of Lehman Brothers Holdings Inc., as to which it disclaims beneficial ownership except to the extent of its pecuniary interest therein.
- [F2]The aggregate purchase price for the interests in LB Pacific, LP and LB Pacific GP, LLC was $29,250,000, and an allocation of a portion of the aggregate purchase price to the Subordinated Units based on estimates of the relative fair market values of assets results in a price of $31.40 per Common Unit, a price of $30.46 per Subordinated Unit that becomes convertible on or after June 30, 2006, and a price of $28.89 per Subordinated Unit that becomes convertible on or after June 30, 2007.
- [F3]Each of Lehman Brothers Inc. and LB I Group Inc. may be deemed to beneficially own 98,499 of these Common Units, which is based on the indirect proportionate interest of LB I Group Inc., following the reported transactions, in such Common Units by virtue of its direct and indirect equity interest in LB Pacific LP. Lehman Brothers Holdings Inc. may be deemed to have beneficial ownership of the same securities through its 100% equity interest in Lehman Brothers Inc. In addition, Lehman Brothers Holdings Inc. may be deemed to have a beneficial ownership interest in 1,445,637 additional Common Units attributable to an additional direct and indirect proportionate interest in LB Pacific LP held by investment funds managed by direct and indirect subsidiaries of Lehman Brothers Holdings Inc., as to which it disclaims beneficial ownership except to the extent of its pecuniary interest therein.
- [F4]The Subordinated Units and Common Units reported herein are held by LB Pacific, LP. See Remark (1).
- [F5]1-for-1
- [F6]These Subordinated Units are convertible into Common Units of the Issuer immediately after the distribution of available cash to partners in respect of any quarter ending on or after June 30, 2006, assuming certain financial tests in the Issuer's partnership agreement have been satisfied.
- [F7]None.
- [F8]Each of Lehman Brothers Inc. and LB I Group Inc. may be deemed to beneficially own 98,499 of these Subordinated Units, which is based on the indirect proportionate interest of LBI Group Inc., following the reported transactions, in such Subordinated Units by virtue of its direct and indirect equity interest in LB Pacific LP. Lehman Brothers Holdings Inc. may be deemed to have beneficial ownership of the same securities through its 100% equity interest in Lehman Brothers Inc. In addition, Lehman Brothers Holdings Inc. may be deemed to have a beneficial ownership interest in 1,445,637 additional Subordinated Units convertible on the same basis attributable to an additional direct and indirect proportionate interest in LB Pacific LP held by investment funds managed by direct and indirect subsidiaries of Lehman Brothers Holdings Inc., as to which it disclaims beneficial ownership except to the extent of its pecuniary interest therein.
- [F9]These Subordinated Units are convertible into Common Units of the Issuer immediately after the distribution of available cash to partners in respect of any quarter ending on or after June 30, 2007, assuming certain financial tests in the Issuer's partnership agreement have been satisfied.
Documents
Issuer
PACIFIC ENERGY PARTNERS LP
CIK 0001168397
Entity typeoperating
Related Parties
1- filerCIK 0001168397
Filing Metadata
- Form type
- 4
- Filed
- May 15, 8:00 PM ET
- Accepted
- May 16, 3:34 PM ET
- Size
- 20.0 KB