20210702Notice of Affiliate Transaction.pdf

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July 2,2021
Idaho Public Utilities Commission
I1331 W. Chinden Blvd.
Building 8 Suite 20lA
Boise,lD 83714
Attention:JanNoriyuki
Commission Secretary
PacifiCorp Notice of Affrliate Transaction
Case No. PAC-E-05-8
Dear Ms. Noriyuki:
This letter will serve as notice pursuant to Commitnentl l7(2), incorporated in the Idaho
Public Utilities Commission OrderNo.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 (now "Berkshire Hathaway Energy
Company" or "BHE'), of an indirect affiliate interest tansaction with Sumitomo Mitsui Banking
Corp ("SMBC"), US Bank, N.A. ("US Bank"), Bank of America N.A. (*Bank of America") and
Bank ofNew York Mellon Corporation ("BNYM"). PacifiCorp intends to engage these four banks
as underwriters for an upcoming First Mortgage Bond issuance tentatively scheduled for
Jlly 2021. PacifiCorp solicited underwriting proposals from a number of sources. Several banks
responded, including SMBC, US Bank, Bank of America and BNYM. The Company selected
SMBC as one of five active underwriters, US Bank and SMBC as two passive underwriters and
Bank of America as one of six co-managers for this bond offering. The selection of SMBC, US
Bank, Bank of America and BNYM was not influenced by Berkshire Hathaway's ownership
interest.
PacifiCorp is a wholly-owned, indirect subsidiary of Berkshire Hathaway Energy Company
(BHE). BHE is a subsidiary of Berkshire Hathaway,Inc (Berkshire Hathaway). 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 five percent in each of SMBC, US Bank, Bank
of America and BNYM. Therefore, Berkshire Hathaway's ownership interest in these banks may
create an affiliated interest in some PacifiCorp jurisdictions.
Nchard J. Garlish
Vice President and General Counsel
1107 W. North Temple, Suite 320
Salt Lake CiO, UT E1116
801-220-2s33 Otfrce
r ic h ar d g ar lis h@t ac ifrc o rp. c o m
Re:
Idaho Public Utilities Commission
Notice of Affiliate Transaction
htly 2,2021
As apublic utility, the Company is expected to acquire, construct, improve, and maintain sufficient
utility facilities to serve its customers adequately and reliably at reasonable cost. Issuance of
Bonds are part of a program to finance the Company's facilities taking into consideration prudent
capital ratios, eaming coverage tests and market uncertainties as to the relative merits ofthe various
types of securities the Company could sell. Accordingly, the transaction to which SMBC, US
Bank, Bank of America and BNYM will be a party, is consistent with the public interest.
Please do not hesitate to contact me if you have any questions.
Best Regards,
Richard J
Vice President and General Counsel
PacifiCorp