20120628Notice2 of Affiliate Transaction.pdf

INPACIFICORP
A MIDAMERICAN ENERGY HOLDINGS COMPANY
Mark C. Moench
Senior Vice President and General Counsel
201 S. Main Street, Suite 2400
Salt Lake City, UT 84111
801-220-4459 Office
801-220-4058 Fax
[e-mail]
June 28, 2012
VIA OVERNIGHTDELIVERY -D
Idaho Public Utilities Commission
00 472 West Washington M
Boise, D 83702-5983
... rn
Attention: Jean D. Jewell
Commission Secretary 0
Re: PacifiCorp Notice of Affiliate Transaction
Case No. PAC-E-05-8
Dear Ms. Jewell:
This letter will serve as notice pursuant 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 of PacifiCorp by MidAmerican Energy Holdings Company ("MEHC"), of an affiliate
interest transaction with Wells Fargo Bank, N.A. and Wells Fargo Securities, LLC (Wells
Fargo). As detailed in PacifiCorp's June 5, 2012 and June 19, 2012 filings, PacifiCorp selected
Wells Fargo as one of six lead arrangers that will be engaged to assist PacifiCorp in arranging
two new credit agreements. PacifiCorp has previously provided the Commission with the forms
of a Fee Letter, Joinder Agreement and other agreements related to Wells Fargo's services for
the two expected credit agreements.
Included with this filing as Confidential Attachment A is a draft form of the first credit
agreement. This Confidential Attachment contains commercially-sensitive information and is
marked Confidential and submitted on yellow paper. The Company requests that it be filed
under seal. This document contains a "draft" designation, which will be removed prior to
execution. No material changes are expected to the terms and conditions of this credit
agreement.
PacifiCorp is a wholly-owned, indirect subsidiary of MidAmerican Energy Holdings
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 various
employee benefit plans of Berkshire Hathaway subsidiaries together held an interest in excess of
5 percent in Wells Fargo common stock. Therefore, Berkshire Hathaway's ownership interest in
Wells Fargo may create an affiliated interest in some PacifiCorp jurisdictions.
Idaho Public Utilities Commission
June 28, 2012
Page 2
As noted in the June 4, 2012 filing, PacifiCorp intends to enter into two new revolving
credit agreements over the next nine to twelve months as part of an overall plan to replace
existing facilities that expire over the same approximate time period. Confidential Attachment A
is the first of the two expected credit agreements. This agreement will allow PacifiCorp to
borrow up to $600 million through the period ending June 2017, subject to agreed upon
extensions.
As a public utility, the Company is expected to acquire, construct, improve, and maintain
sufficient utility facilities to serve its customers adequately and reliably at reasonable cost.
Revolving credit agreements and borrowings thereunder are part of a program to finance the
Company's facilities taking into consideration prudent capital ratios, earning coverage tests and
market uncertainties as to the relative merits of the various types of securities the Company
could sell. Accordingly, the transaction which Wells Fargo will be a party to is consistent with
the public interest.
Please do not hesitate to contact me if you have any questions.
Best Regards,
Mark C. Moench
Senior Vice President and General Counsel
PacifiCorp
Enclosures