Berkshire Hathaway Energy Announces Debt Tender Offer and Consent Solicitation
DES MOINES, Iowa–(BUSINESS WIRE)–Berkshire Hathaway Energy (“BHE”) today announced that it and
MidAmerican Funding, LLC (“MidAmerican Funding”), a direct, wholly-owned
subsidiary of BHE, have commenced a 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.
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 $1,000,000,000 (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. 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.
The Offerors’ obligation to accept and 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 and the Letter of
Transmittal.
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 substantially all of the restrictive covenants,
certain events of default and related provisions contained in each
applicable Existing Indenture. The Offerors intend to execute a
supplement to each applicable Existing Indenture (each, a “Supplemental
Indenture”) if Consents from holders of a majority of the outstanding
aggregate principal amount of the applicable series of Bonds are
received (with respect to each series of Bonds, the “Requisite
Consents”). Each Supplemental Indenture will become effective upon the
execution of such Supplemental Indenture, but will provide that the
Proposed Amendments for the applicable series of Bonds will not become
operative unless the applicable Offeror accepts the applicable Bonds for
purchase in the Tender Offer and the amount of Bonds purchased in such
series was not subject to proration. In the event that the Requisite
Consents for a series of Bonds is received but Holders who validly
tendered and did not validly withdraw Bonds of such series are subject
to proration, the Proposed Amendments with respect to such Bonds will
not become operative despite the applicable Offeror accepting Bonds of
such series in the Tender Offer.
Title of |
Issuer |
CUSIP |
Aggregate |
Acceptance |
Reference |
Bloomberg |
Fixed |
Early |
Hypothetical |
6.927% |
MidAmerican |
59562HAJ7 | $325,000,000 | 1 |
2.250% due |
FIT1 | 80 | $30.00 | $1,347.16 |
8.480% |
Berkshire |
129466AM0 | $475,000,000 | 2 |
2.250% due |
FIT1 |
80 | $30.00 | $1,474.97 |
6.500% |
Berkshire |
59562VAR8 | $1,000,000,000 | 3 |
2.750% due |
FIT1 |
85 | $30.00 | $1,399.57 |
6.125% |
Berkshire |
59562VAM9 |
$1,700,000,000 | 4 |
2.750% due |
FIT1 |
75 | $30.00 | $1,345.18 |
5.950% |
Berkshire |
59562VAP2 | $550,000,000 | 5 |
2.750% due |
FIT1 |
85 | $30.00 | $1,318.95 |
(1) | Per $1,000 principal amount of Bonds. |
(2) |
MidAmerican Funding is the Offeror for this series of Bonds; BHE is the Offeror for the other series of Bonds. |
(3) |
Hypothetical Total Consideration calculated on the basis of pricing for the Reference U.S. Treasury Security as of 2:00 p.m., New York City time, on December 12, 2017 and an Early Settlement Date (as defined below) on December 29, 2017. The actual Total Consideration (as defined below) payable pursuant to the Tender Offer will be calculated and determined as set forth in the Offer to Purchase. |
The Tender Offer will expire at 11:59 p.m., New York City time January
11, 2018, unless extended or unless earlier terminated (such date and
time, as the same may be extended, the “Expiration Date”). The Consent
Solicitation will expire at 11:59 p.m., New York City time January 11,
2018, unless extended or earlier terminated.
Holders of Bonds must validly tender and not validly withdraw their
Bonds at or prior to 5:00 p.m., New York City time December 27, 2017,
(such date and time, as the same may be extended, the “Early Tender
Date”), to be eligible to 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”).
Holders of Bonds who tender their Bonds after the Early Tender Date, but
at or prior to the Expiration Date, will be eligible to receive only the
applicable “Tender Offer Consideration,” which is an amount equal to the
Total Consideration minus the Early Tender Premium. The Total
Consideration or Tender Offer Consideration, as applicable, will only be
paid to holders of tendered Bonds to the extent that the applicable
Offeror accepts such Bonds for 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 or the Tender Offer Consideration, as
applicable, for each series per $1,000 principal amount of Bonds validly
tendered and accepted for purchase pursuant to the Tender Offer will be
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
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 December 28, 2017.
In addition to the Total Consideration or the Tender Offer
Consideration, as applicable, 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 applicable Settlement Date.
Bonds tendered in the Tender Offer and Consents delivered in the Consent
Solicitation may be validly withdrawn or revoked at any time at or prior
to 5:00 p.m., New York City time December 27, 2017, but not thereafter
unless otherwise required by applicable law to permit withdrawal.
Payment for the Bonds that are 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
anticipated to be December 29, 2017, the second business day after the
Early Tender Date. Payment for the Bonds that are validly tendered and
not validly withdrawn after the Early Tender Date and prior to the
Expiration Date and accepted for purchase by the applicable Offeror will
be made on the date referred to as the “Final Settlement Date.” The
Final Settlement Date for the Bonds will be promptly following the
Expiration Date. It is anticipated that the Final Settlement Date for
the Bonds will be January 12, 2018, the first business day after the
Expiration Date.
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, the Dealer Manager, the
Depositary (Global Bondholder Services Corporation) 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]