20110509Notice of Affiliate Transaction.pdf

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201 South Main
Salt Lake City, UT 84111
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May 9, 2011
VI OVERNIGHT DELIVERY
Idaho Public Utilties Commission
472 West Washington
Boise,ID 83702-5983
Attention:Jean D. Jewell
Commission Secretar
Re:PacifiCorp Notice of Affiiate Transaction
Case No. PAC-E-05-8
Dear Ms. Jewell:
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This letter wil serve as notice pursuat to Commitment I 17(2), incorporated in the
Idaho Public Utilities Commission Order No. 29973 issued February 13, 2006, as supplemented
by Order No. 29998 March 14, 2006, in the above-referenced proceeding, approving the
acquisition ofPacifiCorp by MidAmerican Energy Holdings Company ("MEHC"), of an affiliate
interest transaction with PacifiCorp (Company) and Wells Fargo Securities, LLC. (Wells Fargo).
The Company selected Wells Fargo to be one of the primar underwiters for a bond offering the
Company intends to issue in the near future. A copy of the draft Confidential Underwting
Agreement is included as Attachment A. Rocky Mountain Power requests confidential treatment
of Attachment A, and is fiing it under seaL.
PacifiCorp is a wholly-owned indirect subsidiary of MidAmerican Energy Holdin,gs
Company (MEHC). MEHC is a subsidiary of Berkshire Hathaway, Inc (Berkshire Hathaway).
As of March 31, 2010, Warren E. Buffet (an individual who may be deemed to control Berkshire
Hathaway), Berkshire Hathaway, various subsidiaries of Berkshire Hathaway and varous
employee benefit plans of Berkshire Hathaway subsidiares together held in excess of 5 percent
interest in Wells Fargo common stock. Therefore, Berkshire Hathaway's ownership interest in
Wells Fargo may create an affiliated interest in certain PacifiCorp jurisdictions.
PacifiCorp intends to issue a bond offering in the near future and solicited underwting
offerings from a number of sources. Several banks, including Wells Fargo, provided information
on indicative credit spreads, market conditions, their credit analysis, marketing plans and
underwiting fees. The Company selected Wells Fargo as underwriter in a co-lead role, serving
as one of three joint book running managers, for this bond offering based on the favorable
indicative credit spreads, knowledge of the Company and its operations, their ability to market
the bonds to prospective investors and reasonable underwiting fees. PacifiCorp anticipates
Wells Fargo's underwiting fee wil be approximately $700,000 and equal to the underwiting
Idaho Public Utilities Commission
May 9, 2011
Page 2
fees of each of the other joint book ruing managers. The selection of Wells Fargo was not
influenced by Berkshire Hathaway's ownership interest
The transactions listed above were negotiated at ars-length as between PacifiCorp and
Wells Fargo. Please call me at the above number or Ted Weston at [phone] if you have
any questions regarding this filing.