20130410Notice of Affiliate Transaction.pdf

PACNIFICORP Senior Vice President and General Counsel
A MIDAMERICAN ENERGY HOLDINGS COMPANY 201 S Main Street, Suite 2400
Salt Lake City, UT 84111
801-220-4459 Office
801-220-4058 Fax
[e-mail]
April 10, 2013
VIA OVERNIGHT DELIVERY
Idaho Public Utilities Commission
472 West Washington
Boise, ID 83702-5983

Attention: Jean D. Jewell
Commission Secretary

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). PacifiCorp has selected Wells Fargo to be one of three active lead arrangers as well as a
lender and letter of credit fronting bank under a revolving credit agreement that the Company
intends to enter into in the near future. This upcoming revolving credit agreement is the second
of two new credit agreements that were noted in Rocky Mountain Power's June 4, 2012 and
other affiliated interest notice filings.
Included with this filing as Attachment A is a draft confidential form of the second credit
agreement. This Confidential Attachment contains commercially-sensitive information and is
submitted under seal, and the Company requests that it be made confidential. No material
changes are expected to the terms and conditions of this credit agreement.
Additionally, as part of this transaction, PacifiCorp will be amending and restating letter
of credit agreements with Wells Fargo previously submitted in this docket. These letters of
credit provide credit enhancement and liquidity support for six series of variable rate pollution
control revenue bonds. A draft confidential form of each of these amended and restated letter of
credit agreements are included as Attachment B. This Confidential Attachment contains
commercially-sensitive information and is submitted under seal, and the Company requests that
it be made confidential.
Idaho Public Utilities Commission
April 10, 2013
Page 2
PacifiCorp is a wholly-owned indirect subsidiary of 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. The selection of Wells Fargo for these transactions was
not influenced by Berkshire Hathaway's ownership interest
As noted in the February 18, 2013 filing, PacifiCorp intended to enter into two new
revolving credit agreements to replace expiring revolving credit agreements PacifiCorp entered
into the first revolving credit agreement in June 2012 With the documents submitted with this
notice, PacifiCorp is now completing the second revolving credit agreement The Commission
has previously authorized PacifiCorp to enter into one or more revolving credit agreements and
borrowings thereunder in this docket
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 with Wells Fargo is consistent with the public interest
Please do not hesitate to contact me if you have any questions
Best Regards,
7J L
Mark C. Moench
Senior Vice President and General Counsel
PacifiCorp
Enclosures
Attachments A and B are Confidential
and Provided Under Separate Cover