Berkshire Hathaway Energy Announces Increase of Maximum Tender Amount in 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, are increasing the aggregate purchase price
(including principal and premium, the "Maximum Tender Amount") from
$1,000,000,000 to $1,500,000,000 for their previously announced cash
tender offer (the "Tender Offer") for certain series of outstanding
bonds specified below (the "Bonds"). 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,
and remain unchanged except as amended hereby.
The Tender Offer commenced on December 13, 2017 and expires January 11,
2018. 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 up to the Maximum Tender Amount. The
amount of a series of Bonds that will be 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. The table also sets forth the aggregate principal amount
of Bonds validly tendered and not validly withdrawn as of the Early
Tender Date for each series of Bonds, as reported by Global Bondholder
Services Corporation (the "Depositary"). If there are sufficient
remaining funds from the Maximum Tender Amount to purchase some, but not
all, of the Bonds tendered of any series, the amount of Bonds purchased
in that series will be subject to proration using the procedure more
fully described in the Offer to Purchase.
Title of Security |
Issuer |
CUSIP Number(s) |
Aggregate Principal Amount Outstanding |
Acceptance Priority Level |
Principal Amount Tendered as of the Early |
6.927% Senior Bonds due 2029 | MidAmerican Funding, LLC | 59562HAJ7 | $325,000,000 | 1 | $85,510,000 |
8.480% Senior Bonds due 2028 | Berkshire Hathaway Energy Company | 129466AM0 | $475,000,000 | 2 | $173,973,000 |
6.500% Senior Bonds due 2037 | Berkshire Hathaway Energy Company | 59562VAR8 | $1,000,000,000 | 3 | $775,145,000 |
6.125% Senior Bonds due 2036 | Berkshire Hathaway Energy Company |
59562VAM9
59562VAL1 |
$1,700,000,000 | 4 | $1,174,776,000 |
5.950% Senior Bonds due 2037 | Berkshire Hathaway Energy Company | 59562VAP2 | $550,000,000 | 5 | $294,137,000 |
(1) As reported by the Depositary.
The Early Tender Date (as defined in the Offer to Purchase), and
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. The Offerors anticipate determining the Reference Yield and Total
Consideration (each as defined in the Offer to Purchase) for the Tender
Offer at approximately 2:00 p.m., New York City time, on December 28,
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, 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 forward-looking words, such as
"will," "may," "could," "project," "believe," "anticipate," "expect,"
"estimate," "continue," "intend," "potential," "plan," "forecast" and
similar terms. These statements are based upon Berkshire Hathaway Energy
Company's current intentions, assumptions, expectations and beliefs and
are subject to risks, 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]