Berkshire Hathaway Energy Announces Early Tender Date Results and Pricing of Debt Tender Offer and Consent Solicitation
DES MOINES, Iowa–(BUSINESS WIRE)–Berkshire Hathaway Energy (“BHE”) announced today that BHE and
MidAmerican Funding, LLC (“MidAmerican Funding”), a direct, wholly-owned
subsidiary of BHE, have determined the Reference Yield and Total
Consideration (each as defined below) for their previously announced
cash tender offer (the “Tender Offer”) for certain series of outstanding
bonds specified below (the “Bonds”). BHE further announced the results
as of 5:00 p.m., New York City time, on December 27, 2017 (the “Early
Tender Date”) of the Tender Offer. The terms and conditions of the
Tender Offer are described in an Offer to Purchase and Solicitations of
Consents (the “Offer to Purchase”) and the related Consent and Letter of
Transmittal (the “Letter of Transmittal”), each dated December 13, 2017.
The Tender Offer commenced on December 13, 2017. BHE and MidAmerican
Funding (each, an “Offeror” and together, the “Offerors”) are offering
to purchase for cash the applicable series of Bonds set out in the table
below for an aggregate purchase price (including principal and premium)
of up to approximately $1,500,000,000 (as such amount may be increased,
the “Maximum Tender Amount”), plus accrued and unpaid interest on the
Bonds from the last applicable interest payment date up to, but not
including, the applicable Settlement Date (as defined below). The amount
of a series of Bonds that is purchased in the Tender Offer will be based
on the order of priority (the “Acceptance Priority Level”) for such
series of Bonds as set forth in the table below, with 1 being the
highest Acceptance Priority Level and 5 being the lowest Acceptance
Priority Level. Since the purchase of all of the Bonds with Acceptance
Priority Level 4 validly tendered and not validly withdrawn would result
in an aggregate purchase price that would exceed the Maximum Tender
Amount, the amount of Bonds purchased in such series will be subject to
proration using the procedure more fully described in the Offer to
Purchase. Further, because the aggregate purchase price under the Tender
Offer for Bonds validly tendered and not withdrawn prior to the Early
Tender Date exceeds the Maximum Tender Amount, the Offerors will not
accept for purchase any additional Bonds prior to the expiration of the
Tender Offer on January 11, 2018.
The following table presents in respect of each series of Bonds to which
the Tender Offer relates: (i) the Total Consideration (as defined below)
to be paid to each holder of Bonds accepted for purchase, (ii) the
reference yield used in the calculation of such consideration
(“Reference Yield”) and (iii) the principal amount of each series of
Bonds anticipated to be accepted for purchase.
Reference |
Principal Amount |
|||||||
CUSIP |
Acceptance |
U.S. Treasury |
Reference |
Fixed Spread (basis |
Early Tender |
Anticipated to be |
||
Title of Security |
Number(s) |
Priority Level |
Security |
Yield |
points) |
Premium(1) |
Total Consideration(1) |
Accepted for Purchase |
Mid-American Funding 6.927% Senior Bonds due 2029 |
59562HAJ7 | 1 | 2.250% due 11/15/2027 | 2.436% | 80 | $30.00 | $1,343.69 | $85,510,000 |
BHE 8.480% Senior Bonds due 2028 | 129466AM0 | 2 | 2.250% due 11/15/2027 | 2.436% | 80 | $30.00 | $1,471.42 | $173,973,000 |
BHE 6.500% Senior Bonds due 2037 | 59562VAR8 | 3 | 2.750% due 8/15/2047 | 2.764% | 85 | $30.00 | $1,404.31 | $775,145,000 |
BHE 6.125% Senior Bonds due 2036 |
59562VAM9 |
4 | 2.750% due 8/15/2047 | 2.764% | 75 | $30.00 | $1,349.57 | $30,086,000 |
BHE 5.950% Senior Bonds due 2037 | 59562VAP2 | 5 | 2.750% due 8/15/2047 | 2.764% | 85 | N/A | N/A | $0 |
(1) Per $1,000 principal amount of Bonds. |
||||||||
Concurrently with the Tender Offer, the Offerors are soliciting (the
“Consent Solicitation”) consents (the “Consents”) from each holder of
the Bonds, subject to the terms and conditions set forth in the Offer to
Purchase, to certain proposed amendments (the “Proposed Amendments”) to
the indentures governing each series of Bonds (collectively, the
“Existing Indentures”). The purpose of the Proposed Amendments is to
modify or eliminate certain restrictive covenants and events of default
and related provisions contained in each applicable Existing Indenture.
Based on the Bonds tendered as indicated above, BHE intends to execute a
supplement to the applicable Existing Indenture (the “Supplemental
Indenture”) with respect to the BHE 6.500% Senior Bonds due 2037 as
Consents from holders of a majority of the outstanding aggregate
principal amount of such series of Bonds were received and the amount of
Bonds purchased of such series is not subject to proration under the
Tender Offer. No other Existing Indentures will be amended in connection
with the Tender Offer and Consent Solicitation. The Supplemental
Indenture will be entered into, and become effective, on or promptly
after the Early Settlement Date after BHE has accepted the BHE 6.500%
Senior Bonds due 2037 for purchase in the Tender Offer.
Holders of Bonds validly tendered and not validly withdrawn at or prior
to the Early Tender Date and accepted for purchase will receive the
applicable “Total Consideration,” which includes an early tender premium
of $30.00 per $1,000 of principal amount of Bonds accepted for purchase
(the “Early Tender Premium”). Because the aggregate purchase price of
the Bonds validly tendered and not validly withdrawn on the Early Tender
Date exceeds the Maximum Tender Amount, the Offerors will not accept for
purchase any Bonds that may be tendered after the Early Tender Date. The
Total Consideration will only be paid to holders of tendered Bonds to
the extent that the applicable Offeror accepts such Bonds for purchase.
The Offerors’ respective obligations to accept for purchase and to pay
for the tendered Bonds in the Tender Offer is subject to the
satisfaction or waiver of certain conditions described in the Offer to
Purchase.
Holders who tender their Bonds in the Tender Offer must consent to the
Proposed Amendments applicable to such Bonds. Pursuant to the terms of
the Offer to Purchase, the tender of Bonds will be deemed to constitute
the delivery of a consent of such tendering holder to the applicable
Proposed Amendments.
The Total Consideration for each series per $1,000 principal amount of
Bonds validly tendered and accepted for purchase pursuant to the Tender
Offer was determined in the manner described in the Offer to Purchase by
reference to a fixed spread specified for each series of Bonds over the
applicable Reference Yield based on the bid side price of the U.S.
Treasury Security specified for each series of Bonds in the table above,
as calculated by the Dealer Manager at 2:00 p.m., New York City time, on
December 28, 2017. In addition to the Total Consideration, accrued and
unpaid interest on the Bonds accepted for purchase will be paid from the
last applicable interest payment date up to, but not including, the
Early Settlement Date. Withdrawal rights with respect to the Bonds
tendered and Consents delivered expired at 5:00 p.m., New York City
time, on December 27, 2017.
Payment for the Bonds that were validly tendered and not validly
withdrawn prior to the Early Tender Date and accepted for purchase by
the applicable Offeror will be made on the date referred to as the
“Early Settlement Date.” The Early Settlement Date for the Bonds is
expected to be December 29, 2017.
The Dealer Manager for the Tender Offer and the Solicitation Agent for
the Consent Solicitation is Citigroup Global Markets Inc. Investors with
questions regarding the Tender Offer and Consent Solicitation may
contact Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or
(212) 723-6106 (collect). Copies of the Offer to Purchase and Consent
and Letter of Transmittal may be obtained from the Information Agent,
Global Bondholder Services Corporation, at (866) 470-3800 (toll-free) or
(212) 430-3774 (collect) or in writing at 65 Broadway, Suite 404, New
York, NY 10006. Holders of Bonds are urged to carefully read these
materials prior to making any decisions with respect to the Tender Offer
and Consent Solicitation.
This press release is for informational purposes only and is not an
offer to buy, or the solicitation of an offer to sell, any of the Bonds
or any other securities. The Offerors are making the Tender Offer and
Consent Solicitation only by, and pursuant to, the terms of the Offer to
Purchase and the Letter of Transmittal. The Tender Offer and Consent
Solicitation are not being made in any jurisdiction in which the making
of or acceptance thereof would not be in compliance with the securities
laws, blue sky laws or other laws of such jurisdiction. None of the
Offerors, their respective boards of directors or managers, as
applicable, the Dealer Manager, Global Bondholder Services Corporation
(the “Depositary”) and the Information Agent or the trustees makes any
recommendation that any holder of Bonds tender or refrain from tendering
all or any portion of the principal amount of its Bonds or deliver
Consents pursuant to the Consent Solicitation, and no one has been
authorized by any of them to make such a recommendation. Holders must
make their own decision as to whether to deliver Consents and tender
their Bonds, and, if so, the principal amount of Bonds to tender.
About Berkshire Hathaway Energy
Berkshire Hathaway Energy
owns a portfolio of locally managed businesses that share a vision for a
secure energy future, make sustainable investments to achieve that
vision and had $85 billion of assets as of Dec. 31, 2016. These
businesses deliver affordable, safe and reliable service each day to
more than 11.6 million electric and gas customers and end-users around
the world and consistently rank high among energy companies in customer
satisfaction. Berkshire Hathaway Energy is headquartered in Des Moines,
Iowa, U.S.A. Additional company information is available at www.berkshirehathawayenergyco.com.
Forward-Looking Statements
This news release contains
statements that do not directly or exclusively relate to historical
facts. These statements are “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements can typically be identified by the use of
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based upon Berkshire Hathaway Energy Company’s current intentions,
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uncertainties and other important factors. Many of these factors are
outside the control of Berkshire Hathaway Energy Company and could cause
actual results to differ materially from those expressed or implied by
such forward-looking statements. Factors that could cause actual results
to differ materially from those expectations include the impact of
natural disasters and weather effects on revenues and other operating
uncertainties, uncertainties relating to economic, political and
business conditions and uncertainties regarding the impact of laws and
regulations, including laws and regulations related to environmental
protection, changes in government policy and competition. The foregoing
factors that could cause Berkshire Hathaway Energy Company’s actual
results to differ materially from those contemplated in the
forward-looking statements included in this news release should not be
construed as exclusive and should be considered in connection with
information regarding risks and uncertainties that may affect Berkshire
Hathaway Energy Company’s future results included in Berkshire Hathaway
Energy Company’s filings with the Securities and Exchange Commission,
which are available at the Securities and Exchange Commission’s website (www.sec.gov).
Berkshire Hathaway Energy Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
Contacts
Berkshire Hathaway Energy
Media Hotline:
Jessi Strawn,
515-242-3022
[email protected]