The URL can be used to link to this page

Home My WebLink About20210719Notice of Affiliate Transaction BOA-BNY Mellon-Redacted.pdf VIA ELECTRONIC FILING July 19, 2021 Idaho Public Utilities Commission 11331 West Chinden Boulevard Building 8 Suite 201A Boise, Idaho 83714-1021 Attention: Jan Noriyuki Commission Secretary Re: PacifiCorp Notice of Affiliate Transaction - PacifiCorp, U.S. Bank National Association, Bank of America, and BNY Mellon Case No. PAC-E-05-8 Dear Ms. Noriyuki: 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 (now Berkshire Hathaway Energy Company or BHE), PacifiCorp hereby provides notice of an affiliated interest transaction with Bank of New York Mellon Corporation (BNY Mellon), Bank of America Corporation (Bank of America), and U.S. Bank National Association (U.S. Bank). PacifiCorp selected U.S. Bank to be one of eight joint lead arrangers engaged to assist PacifiCorp in arranging a new credit agreement. PacifiCorp additionally provides the Commission with the Commitment Letter and Passive Arranger Fee Letter related to U.S. Bank’s services for the new credit agreement as Confidential Attachment A. Bank of America and BNY Mellon are additional banks that are party to the new credit agreement. Included with this filing as Confidential Attachment B is the new credit agreement with U.S. Bank, Bank of America, and BNY Mellon as parties thereto. PacifiCorp provides both confidential attachments subject to protection under IDAPA 31.01.01.067 and 31.01.01.233, the Idaho Public Utilities Commission’s Rules of Procedure No. 67 – Information Exempt from Public Review. The attachments include commercially sensitive information related to the form of borrowing against the credit agreement. This confidential Timothy K. Clark Senior Attorney 1407 W. North Temple, Suite 320 Salt Lake City, UT 84116 801-220-4565 Office Tim.Clark@pacificorp.com RECEIVED 2021July 19, PM 3:07 IDAHO PUBLIC UTILITIES COMMISSION Idaho Public Utilities Commission July 19, 2021 Page 2 business information is of significant commercial value, which could expose PacifiCorp to competitive injury and/or the potential for commercial fraud against PacifiCorp if disclosure is unrestricted. Therefore, PacifiCorp requests confidential treatment on the basis that the documents contain valuable commercial information, including confidential marketing, cost, and financial information. PacifiCorp is a wholly-owned, indirect subsidiary of Berkshire Hathaway Energy Company (BHE). BHE is a subsidiary of Berkshire Hathaway, Inc. (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 U.S. Bank, Bank of America, and BNY Mellon common stock. Therefore, Berkshire Hathaway’s ownership interest in each of U.S. Bank, Bank of America, and BNY Mellon may create an affiliated interest in some PacifiCorp jurisdictions. PacifiCorp has entered into a new revolving credit agreement as part of an overall plan to replace existing credit agreements before their expiration. Confidential Attachment B is the new credit agreement. This agreement allows PacifiCorp to borrow up to $1.2 billion. As a public utility, PacifiCorp is expected to acquire, construct, improve, and maintain sufficient utility facilities to serve its customers adequately and reliably at reasonable cost. Revolving credit agreements, borrowings thereunder and other short-term borrowings are part of a program to finance PacifiCorp’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 PacifiCorp could sell. Accordingly, the transaction to which U.S. Bank, Bank of America, and BNY Mellon will be a party, is consistent with the public interest. Please do not hesitate to contact me if you have any questions. Sincerely, Timothy K. Clark Senior Attorney PacifiCorp Enclosures Confidential Attachment A.pdf Confidential Attachment B.pdf CONFIDENTIAL ATTACHMENT A to PacifiCorp Notice of Affiliate Transaction THIS ATTACHMENT IS CONFIDENTIAL IN ITS ENTIRETY AND IS PROVIDED UNDER SEPARATE COVER CONFIDENTIAL ATTACHMENT B to PacifiCorp Notice of Affiliate Transaction THIS ATTACHMENT IS CONFIDENTIAL IN ITS ENTIRETY AND IS PROVIDED UNDER SEPARATE COVER