20231222Notice of Affiliate Transaction REDACTED.pdf

VIA ELECTRONIC FILING
December 22, 2023
Idaho Public Utilities Commission
11331 West Chinden Boulevard
Building 8 Suite 201A
Boise, Idaho 83714-1021
Attention: Commission Secretary
Re: PacifiCorp Notice of Affiliate Transaction — PacifiCorp and Bank of America N.A.
Case No. PAC-E-05-8
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
America N.A. (Bank of America). PacifiCorp has selected Bank of America as a passive
underwriter for a bond offering. A true copy of the Form of Underwriting Agreement
(Agreement) is included as Attachment A.
PacifiCorp is a wholly owned indirect subsidiary of Berkshire Hathaway Energy, (BHE).
BHE is a subsidiary of Berkshire Hathaway, Inc. (Berkshire Hathaway). On September 30, 2022,
Berkshire Hathaway, various subsidiaries of Berkshire Hathaway, and various employee benefit
plans of Berkshire Hathaway subsidiaries together held in excess of five percent of Bank of
America common stock. Therefore, Berkshire Hathaway’s ownership interest in Bank of
America creates an affiliated interest.
PacifiCorp solicited underwriting proposals from various banks for its bond offering.
Several banks, including Bank of America, provided information on indicative credit spreads,
market conditions, their credit analysis, marketing plans, and underwriting fees. The selection of
Bank of America was not influenced by Berkshire Hathaway’s ownership interest. Bank of
America underwriting fees will be determined at a rate equal to all underwriters and at what
PacifiCorp believes to be market rates or better. PacifiCorp anticipates the underwriting fee will
be approximately . In addition, Underwriters shall make a
payment to PacifiCorp in an amount in respect of certain expenses incurred by
Timothy K. Clark
Assistant General Counsel
1407 W. North Temple, Suite 320
Salt Lake City, UT 84116
801-220-4565 Office
[e-mail]
REDACTED RECEIVED
2023 DECEMBER 22, 2023 4:01PM
IDAHO PUBLIC
UTILITIES COMMISSION
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PacifiCorp in connection with the offering. The underwriting fee is commercially sensitive, and
if revealed, could erode PacifiCorp’s bargaining position in future transactions. Such erosion of
bargaining power could lead to increased costs.
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.
Issuance of bonds are part of a program to finance the 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 the PacifiCorp could sell. Accordingly, the
transaction is consistent with the public interest.
Please do not hesitate to contact me if you have any questions.
Sincerely,
Timothy K. Clark
Assistant General Counsel
PacifiCorp
Enclosure:
Attachment A.pdf
ATTACHMENT A
to
PacifiCorp Notice of Affiliate Transaction
Execution Version
PACIFICORP
$1,200,000,000
First Mortgage Bonds
5.500% Series Due 2054
UNDERWRITING AGREEMENT
May 15, 2023
BMO CAPITAL MARKETS CORP.
PNC CAPITAL MARKETS LLC
SMBC NIKKO SECURITIES AMERICA, INC.
TD SECURITIES (USA) LLC
WELLS FARGO SECURITIES, LLC
As Representatives (the “Representatives”) of the several Underwriters listed
in Schedule A hereto

c/o BMO Capital Markets Corp.
151 West 42nd Street
New York, New York 10036
c/o PNC Capital Markets LLC
300 Fifth Avenue, 10th Floor
Pittsburgh, Pennsylvania 15222
c/o SMBC Nikko Securities America, Inc.
277 Park Avenue
New York, New York 10172
c/o TD Securities (USA) LLC
1 Vanderbilt Avenue, 11th Floor
New York, New York 10017
c/o Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
Ladies and Gentlemen:
1.Introductory. PacifiCorp, an Oregon corporation (the “Company”), proposes, subject to
the terms and conditions stated herein, to issue and sell to the several underwriters listed in Schedule A
hereto (the “Underwriters”) U.S. $1,200,000,000 principal amount of its First Mortgage Bonds, 5.500%
Series due 2054 (the “Offered Securities”), in each case to be issued under that certain Mortgage and Deed
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of Trust, dated as of January 9, 1989, with The Bank of New York Mellon Trust Company, N.A., as
successor trustee (the “Trustee”), as heretofore amended and supplemented by the supplemental indentures
thereto and as further amended and supplemented by a supplemental indenture dated as of May 1, 2023
(collectively, the “Mortgage”) pursuant to the registration statement on Form S-3 (File No. 333-249044)
filed on September 25, 2020, as amended to date (the “Initial Registration Statement”). The Mortgage
has been qualified under the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”),
and the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) under
the Trust Indenture Act. The U.S. Securities Act of 1933, as amended, is herein referred to as the “Securities
Act,” and the rules and regulations of the Commission thereunder are herein referred to as the “Rules and
Regulations.”
The Company hereby agrees with the several Underwriters as follows:
2.Representations and Warranties of the Company. The Company represents and warrants
to, and agrees with, the several Underwriters that:
(a) The Initial Registration Statement in respect of the Offered Securities has been
filed with the Commission; the Initial Registration Statement and any post-effective amendments
thereto prior to the date hereof, each in the form heretofore delivered or to be delivered to the
Underwriters and, excluding exhibits to the Initial Registration Statement but including all
documents incorporated by reference in the prospectus contained in such Initial Registration
Statement (the “Base Prospectus”), including any prospectus supplement relating to the Offered
Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Securities
Act to be part of the Initial Registration Statement, became effective upon filing with the
Commission; other than a registration statement, if any, increasing the size of the offering (a
“Rule 462(b) Registration Statement,” together with the Initial Registration Statement, the
“Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act, which, if so
filed, became effective upon filing, no other document with respect to the Initial Registration
Statement or any document incorporated by reference therein has heretofore been filed or
transmitted for filing with the Commission with respect to the offering contemplated by the Initial
Registration Statement (other than documents filed after the filing date of the Initial Registration
Statement under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
prospectuses filed pursuant to Rule 424(b) of the Rules and Regulations, each in the form
heretofore delivered to the Underwriters); and no stop order suspending the effectiveness of the
Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b)
Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated
or threatened by the Commission.
(b) A preliminary prospectus supplement relating to the Offered Securities has been
prepared by the Company and a final prospectus supplement relating to the Offered Securities will
be prepared by the Company in accordance with Section 5(a) hereto. Such preliminary prospectus
supplement (including the documents incorporated by reference therein), together with the Base
Prospectus, is hereinafter referred to as the “Preliminary Prospectus;” such final prospectus
supplement relating to the Offered Securities to be filed with the Commission pursuant to Rule
424(b) under the Securities Act (including the documents incorporated by reference therein),
together with the Base Prospectus, is hereinafter referred to as the “Prospectus.” The Preliminary
Prospectus, as amended or supplemented as of the Applicable Time (as defined below), when
considered together with the final term sheet filed pursuant to Section 5(a) hereof (the “Disclosure
Package”), as of the Applicable Time, did not include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The Prospectus, as of its date and as
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amended or supplemented as of the Closing Date (as defined below), does not and will not include
any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading; and each Issuer Free Writing Prospectus (as defined in Rule 433 under
the Securities Act) listed on Schedule B(i) hereto does not conflict with the information contained
in the Registration Statement, the Preliminary Prospectus or the Prospectus and each such Issuer
Free Writing Prospectus, as supplemented by and taken together with the Disclosure Package as of
the Applicable Time, did not include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, the preceding two sentences do not apply
to statements in or omissions from the Preliminary Prospectus, the Disclosure Package, the
Prospectus or any Issuer Free Writing Prospectus based upon written information furnished to the
Company by the Underwriters specifically for use therein, it being understood and agreed that the
only such information is that described as such in Section 7(b) hereof. For purposes of this
Agreement, the “Applicable Time” is 4:10 p.m., New York City time, on the date of this
Agreement.
(c) At the earliest time after the filing of the Initial Registration Statement that the
Company or another offering participant made a bona fide offer (within the meaning of
Rule 164(h)(2) under the Securities Act) of the Offered Securities, the Company was not an
“ineligible issuer” as defined in Rule 405 under the Securities Act.
(d) The Registration Statement and the Prospectus conform, and any further
amendments or supplements to the Registration Statement or the Prospectus when made will
conform, in all material respects to the requirements of the Securities Act and the Rules and
Regulations and the Registration Statement conforms, and any further amendments or supplements
to the Registration Statement when made will conform, in all material respects to the requirements
of the Trust Indenture Act, and the rules and regulations of the Commission thereunder. The
Registration Statement, as of the applicable effective date, and any amendments thereto as of the
Closing Date did not and will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading.
(e) The Company has been duly incorporated and is validly existing as a corporation
under the laws of the State of Oregon with corporate power and corporate authority (i) to own its
properties and conduct its business as described in the Disclosure Package and the Prospectus and
(ii) to execute and deliver, and perform its obligations under, this Agreement, the Mortgage and the
Offered Securities; and the Company is duly qualified as a foreign corporation to transact business
and is in good standing in each jurisdiction in which it owns or leases substantial properties or in
which the conduct of its business requires such qualification, except where the failure to so qualify
would not have a material adverse effect on the financial condition, business or results of operations
of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”).
(f) The Mortgage has been duly authorized, and when duly executed and delivered by
the Company, shall constitute a valid and legally binding instrument of the Company enforceable
against the Company in accordance with its terms, except as limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’
rights generally and general equitable principles (whether considered in a proceeding in equity or
at law); and the Mortgage conforms to the description thereof in the Disclosure Package and the
Prospectus.
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(g) The documents incorporated by reference in the Prospectus and the Disclosure
Package, at the time they were or hereafter are filed with the Commission, complied or when so
filed will comply, as the case may be, in all material respects with the requirements of the Exchange
Act and the rules and regulations promulgated thereunder, and, when read together with the other
information in the Prospectus and the Disclosure Package, did not and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were or are
made, not misleading.
(h) The Offered Securities have been duly authorized by the Company and, when
authenticated and delivered in accordance with the Mortgage and paid for by the purchasers thereof,
will constitute valid and legally binding obligations of the Company enforceable against the
Company in accordance with their terms, except as limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally
and general equitable principles (whether considered in a proceeding in equity or at law), and will
be entitled to the benefit of the security afforded by the Mortgage; and the Offered Securities
conform to the description thereof in the Disclosure Package and the Prospectus.
(i) No consent, approval, authorization or order of, or filing or registration by the
Company with, any court, governmental agency or third party is required for the consummation of
the transactions contemplated by this Agreement and the Mortgage in connection with the issuance
and sale of the Offered Securities by the Company and the use of the proceeds of the offering of
the Offered Securities as described in the Disclosure Package and the Prospectus, except such as
have been obtained or made or except as such may be required under (1) state or foreign securities
laws, or (2) the rules and regulations of the Financial Industry Regulatory Authority.
(j) This Agreement has been duly authorized, executed and delivered by the Company
and is a valid and legally binding agreement of the Company enforceable against the Company in
accordance with its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization and other similar laws relating to or affecting creditors’ rights generally and general
equitable principles (whether considered in a proceeding in equity or at law) and subject to any
principles of public policy limiting the right to enforce the indemnification and contribution
provisions contained herein.
(k) Except as disclosed in the Disclosure Package and the Prospectus, the Company
has good and sufficient title to all the material properties described as owned and good and
sufficient leasehold interest in all of the properties described as leased by it (the “Properties”),
subject to minor defects and irregularities customarily found in properties of like size and character
that do not materially impair the use of the property affected thereby in the operation of the business
of the Company.
(l) The Company is not (i) in violation of its Third Restated Articles of Incorporation
(the “Articles”) or its Bylaws, as amended, (ii) in default in the performance or observance of any
material obligation, covenant or condition contained in any contract, agreement or other instrument
to which it is a party or by which it may be bound or (iii) in violation of any order, rule or regulation
applicable to the Company of any court or any federal or state regulatory body or administrative
agency or other governmental body, the effect of which, in the case of (ii) and (iii), would result in
a Material Adverse Effect, and neither the execution and delivery of this Agreement, the Mortgage,
or the Offered Securities, the consummation of the transactions herein or therein contemplated, the
fulfillment of the terms hereof or thereof nor compliance with the terms and provisions hereof or
thereof will conflict with, or result in a breach of, or constitute a default under (x) the Articles or
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such Bylaws, or any material contract, agreement or other instrument to which it is now a party or
by which it may be bound or (y) any order, rule or regulation applicable to the Company of any
court or any federal or state regulatory body or administrative agency or other governmental body
having jurisdiction over the Company or over its properties, the effect of which, singly or in the
aggregate, would have a Material Adverse Effect.
(m) Except as disclosed in the Disclosure Package and the Prospectus, there are no
legal or governmental proceedings pending or to the Company’s knowledge threatened against the
Company or its subsidiaries that, if determined adversely to the Company or any subsidiary would
be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or a
material adverse effect on the ability of the Company to perform its obligations under this
Agreement or the Mortgage.
(n) The consolidated financial statements included or incorporated by reference in the
Disclosure Package and the Prospectus present fairly the financial condition and operations of the
Company and its consolidated subsidiaries at the respective dates or for the respective periods to
which they apply; such financial statements have been prepared in each case in accordance with
generally accepted accounting principles consistently applied throughout the periods involved
except as otherwise indicated in the Disclosure Package and the Prospectus; and Deloitte & Touche
LLP, who has examined certain audited financial statements of the Company, is an independent
registered public accounting firm as required by the Securities Act and the Regulations thereunder.
(o) Except as reflected in, or contemplated by, the Disclosure Package and the
Prospectus, since the respective most recent dates as of which information is given in the Disclosure
Package and the Prospectus, there has not been any change in the capital stock or long-term debt
of the Company (other than changes arising from transactions in the ordinary course of business),
or any material adverse change in the business, affairs, business prospects, property or financial
condition of the Company and its subsidiaries taken as a whole, whether or not arising in the
ordinary course of business, and since such dates there has not been any material transaction entered
into by the Company other than transactions contemplated by the Disclosure Package and the
Prospectus, and transactions in the ordinary course of business; and the Company has no material
contingent obligation that is not disclosed in the Disclosure Package and the Prospectus.
(p) The Company (i) makes and keeps books, records, and accounts, which, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
Company and its consolidated subsidiaries and (ii) maintains a system of internal accounting
controls sufficient to provide reasonable assurances that (1) transactions are executed in accordance
with management’s general or specific authorization; (2) transactions are recorded as necessary to
permit preparation of financial statements in conformity with generally accepted accounting
principles or any other criteria applicable to such statements and to maintain accountability for
assets; (3) access to assets is permitted only in accordance with management’s general or specific
authorization; and (4) the recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any differences.
(q) There is and has been no failure on the part of the Company or, to the knowledge
of the Company, any of the Company’s directors or executive officers in their respective capacities
as such, to comply in all material respects with the provisions of the U.S. Sarbanes-Oxley Act of
2002 and the rules and regulations promulgated in connection therewith.
(r) The Company (i) is in compliance with applicable U.S. federal, state and local laws
and regulations relating to (A) the protection of human health and safety and the environment and
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(B) hazardous, toxic substances, wastes, pollutants or contaminants (“Environmental Laws”) and
(ii) has received and is in compliance with all permits, licenses or other approvals required of it
under applicable Environmental Laws to conduct its respective businesses, except where such non-
compliance with Environmental Laws, or failure to receive or be in compliance with required
permits, licenses or other approvals, or liability either (x) would not be reasonably likely to have a
Material Adverse Effect, or (y) is set forth in or contemplated in the Disclosure Package and the
Prospectus (exclusive of any supplement thereto).
(s) Neither the Company nor any of its subsidiaries nor, to the knowledge of the
Company, any director, officer, agent, employee or other representative authorized to act on behalf
of the Company or any of its subsidiaries, has in the course of its actions for, or on behalf of, the
Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other
unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to
any foreign or domestic government officials, “foreign office” as defined in the United States
Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder
(collectively, the “FCPA”) or employee from corporate funds; (iii) violated or is in violation of
any provision of the FCPA, the Bribery Act 2010 of the United Kingdom, as amended, or any other
applicable anti-bribery or anti-corruption law or statutes; or (iv) made any bribe, rebate, payoff,
influence, payment, kickback or other unlawful payments to any domestic government official,
foreign official or employee; and each of the Company and its subsidiaries has conducted its
business in compliance with the FCPA, the Bribery Act 2010 of the United Kingdom, as amended,
and any other applicable anti-bribery or anti-corruption laws or statutes, and has instituted and
maintains policies and procedures designed to ensure, and which are reasonably expected to
continue to ensure, continued compliance therewith.
(t) Neither the Company nor any of its subsidiaries nor, to the knowledge of the
Company, any director, officer, employee or affiliate of the Company or any of its subsidiaries (i)
is currently the target of any United States sanctions administered by the Office of Foreign Assets
Control of the United States Treasury Department, the United States Department of State, the
United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant
sanctions authority (collectively, “Sanctions”); or (ii) is located, organized or resident in a country
that is the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, the
Crimea region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk
People’s Republic or any other region of Ukraine identified pursuant to Executive Order 14065);
and the Company will not directly or indirectly use the proceeds of the offering of the Offered
Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint
venture partner or other person or entity, for the purpose of financing the activities of any person,
or in any country or territory, that is currently the subject or target of Sanctions or in any other
manner that will result in a violation by any person (including any person participating in the
transaction whether as an underwriter, advisor, investor or otherwise) of Sanctions. The Company
has not knowingly engaged in for the past five years, and is not now knowingly engaged in, any
dealings or transactions with any individual or entity, or in any country or territory, that at the time
of the dealing or transaction is or was the subject or target of Sanctions.
(u) The operations of the Company and each of its subsidiaries are and have been
conducted at all times in compliance with the applicable financial recordkeeping and reporting
requirements of the United States Currency and Foreign Transactions Reporting Act of 1970, as
amended, the money laundering statutes of all applicable jurisdictions where the Company and its
subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any
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court or governmental agency, authority or body or any arbitrator involving the Company or any
of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of
the Company, threatened.
(v) The interactive data in eXtensible Business Reporting Language included or
incorporated by reference in the Registration Statement fairly presents the information called for in
all material respects and has been prepared in compliance with the Commission’s rules and
guidelines applicable thereto.
(w) Except as disclosed in the Disclosure Package and as would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company and each
of its subsidiaries has implemented and maintained appropriate controls, policies, procedures, and
safeguards to maintain and protect its material confidential information and the integrity,
continuous operation, redundancy and security of all the Company’s or its subsidiaries’ material
information technology assets and equipment, computers, systems, networks, hardware, software,
websites, applications, and databases (collectively, “IT Systems”) and data (including all personal,
personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in
connection with its business, and, (ii) to the knowledge of the Company, there have been no
breaches, violations, outages or unauthorized uses of or accesses to the same, nor any incidents
under internal review or investigations relating to the same. The Company is presently in material
compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of
any court or arbitrator or governmental or regulatory authority, internal policies and contractual
obligations relating to the privacy and security of IT Systems and Personal Data and to the
protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation
or modification, except, in each case, for such noncompliance that would not, individually or in the
aggregate, be expected to have a Material Adverse Effect.
3.Purchase, Sale and Delivery of Offered Securities. On the basis of the representations,
warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the
Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to
purchase from the Company at a purchase price of 99.156% of the principal amount thereof plus accrued
interest, if any, from May 17, 2023 to the Closing Date (as hereinafter defined), the respective principal
amounts of the Offered Securities set forth opposite the names of the several Underwriters in Schedule A
hereto. In addition, the Underwriters shall make a payment to the Company in an amount equal to $600,000
in respect of certain expenses incurred by the Company in connection with the offering of the Offered
Securities (the “Reimbursement Amount”).
The Company will deliver against payment of the purchase price and the Reimbursement Amount
for the Offered Securities to be purchased by each Underwriter hereunder and to be offered and sold by
such Underwriter in the form of one or more global securities in registered form without interest coupons
(the “Global Securities”) deposited with the Trustee as custodian for The Depository Trust Company
(“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in the Global Securities
will be held only in book-entry form through DTC, except in the limited circumstances described in the
Disclosure Package and the Prospectus.
Payment for the Offered Securities and the Reimbursement Amount shall be made by the
Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the
Underwriters drawn to the order of the Company at 10:00 a.m., (New York time), on May 17, 2023, or at
such other time not later than seven full business days thereafter as the Underwriters and the Company
determine, such time being herein referred to as the “Closing Date,” against delivery to the Trustee as
custodian for DTC of the Global Securities. The Global Securities will be made available for checking at
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the office of Latham & Watkins LLP, 1271 Avenue of the Americas, New York, NY 10020, at least 24
hours prior to the Closing Date.
4.Representations by Underwriters; Resale by Underwriters. Each of the Underwriters
severally represents and agrees that:
(a) (i) It has only communicated or caused to be communicated and will only
communicate or cause to be communicated an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the United Kingdom Financial Services and Markets
Act 2000 (the “FSMA”)) in connection with the issue or sale of the Offered Securities in
circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (ii) it has
complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom.
(b) It has not offered, sold or otherwise made available and will not offer, sell or
otherwise make available any of the Offered Securities to any retail investor in the United Kingdom.
For the purposes of this provision, the expression “retail investor” means a person who is one (or
more) of the following: (A) a retail client as defined in point (8) of Article 2 of Commission
Regulation (EU) No 2017/565 as it forms part of United Kingdom law by virtue of the European
Union (Withdrawal) Act 2018 (the “EUWA”); (B) a customer within the meaning of the provisions
of the Financial Services and Markets Act 2000, as amended (the “FSMA”) and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of United Kingdom law by virtue of the EUWA; or (C) not a qualified
investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of United Kingdom
law by virtue of the EUWA.
(c) It has not offered, sold or otherwise made available and will not offer, sell or
otherwise make available any of the Offered Securities to any retail investor in the European
Economic Area. For the purposes of this provision: (i) the expression “retail investor” means a
person who is one (or more) of the following: (A) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (B) a customer within the meaning of
Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (C) not a qualified investor as defined in Regulation
(EU) 2017/1129; and (ii) the expression “offer” includes the communication in any form and by
any means of sufficient information on the terms of the offer and the Offered Securities to be
offered so as to enable an investor to decide to purchase or subscribe for the Offered Securities.
(d) Without the prior consent of the Company and the Representatives, other than one
or more term sheets relating to the Offered Securities containing customary information, it has not
made and will not make any offer relating to the Offered Securities that would constitute an issuer
free writing prospectus or a free writing prospectus required to be filed with the Commission; and
any such free writing prospectus the use of which has been consented to by the Company and the
Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof)
is listed on Schedule B(i) hereto.
5.Certain Agreements of the Company. The Company agrees with the several Underwriters
that:
(a) It will prepare the Prospectus in a form approved by you and to file such Prospectus
pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business
9
on the second business day following the date of this Agreement; to make no further amendment
or any supplement to the Registration Statement, or the Prospectus prior to the Closing Date that
shall be reasonably disapproved by you promptly after reasonable notice thereof; to advise you,
promptly after it receives notice thereof, of the time when any amendment to the Registration
Statement has been filed or becomes effective or any amendment or supplement to the Prospectus
has been filed and to furnish you with copies thereof; to prepare a final term sheet, containing solely
a description of the Offered Securities, in a form approved by you and to file such term sheet
pursuant to Rule 433(d) under the Securities Act within the time required by such Rule; to file
promptly all other material required to be filed by the Company with the Commission pursuant to
Rule 433(d) under the Securities Act; to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and
for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a)
under the Securities Act) is required in connection with the offering or sale of the Offered
Securities; to advise you, promptly after it receives notice thereof, of the issuance by the
Commission of any stop order or of any order preventing or suspending the use of any Preliminary
Prospectus or other prospectus in respect of the Offered Securities, of the suspension of the
qualification of the Offered Securities for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or the Prospectus or for additional
information; and, in the event of the issuance of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or other prospectus or suspending any such
qualification, to promptly use its best efforts to obtain the withdrawal of such order; and in the
event of any such issuance of a notice of objection, promptly to take such steps including, without
limitation, amending the Registration Statement or filing a new registration statement, at its own
expense, as may be necessary to permit offers and sales of the Offered Securities by the
Underwriters (references herein to the Registration Statement shall include any such amendment
or new registration statement).
(b) Prior to 10:00 a.m., New York City time, on the New York business day next
succeeding the date of this Agreement and from time to time, to furnish the Underwriters with
written and electronic copies of the Prospectus in New York City in such quantities as you may
reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in
Rule 173(a) under the Securities Act) is required at any time prior to the expiration of nine months
after the time of issue of the Prospectus in connection with the offering or sale of the Offered
Securities and if at such time any event shall have occurred as a result of which the Prospectus as
then amended or supplemented would include an untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule
173(a) under the Securities Act) is delivered, not misleading, or, if for any other reason it shall be
necessary during such same period to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus in order to comply with
the Securities Act, the Exchange Act or the Trust Indenture Act, to notify you and upon your request
to file such document and to prepare and furnish without charge to each Underwriter and to any
dealer in securities as many written and electronic copies as you may from time to time reasonably
request of an amended Prospectus or a supplement to the Prospectus that will correct such statement
or omission or effect such compliance; and in case any Underwriter is required under the Securities
Act to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
Securities Act) in connection with sales of any of the Offered Securities at any time nine months
or more after the time of issue of the Prospectus, upon your request but at the expense of such
Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as
10
you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of
the Securities Act.
(c) To make generally available to its securityholders as soon as practicable, but in
any event not later than 16 months after the effective date of the Registration Statement (as defined
in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries
(which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and
Regulations thereunder (including, at the option of the Company, Rule 158).
(d) The Company will arrange for the qualification of the Offered Securities for sale
and the determination of their eligibility for investment under the laws of such jurisdictions in the
United States as the Underwriters designate and will continue such qualifications in effect so long
as required for the resale of the Offered Securities by the Underwriters, provided that the Company
will not be required to qualify as a foreign corporation, to file a general consent to service of process
in any such jurisdiction or to take any other action that would subject the Company to service of
process in any suits (other than those arising out of the offering of the Offered Securities) or to
taxation in respect of doing business in any jurisdiction in which it is not otherwise subject.
(e) The Company will pay all expenses incident to the performance of its obligations
under this Agreement and the Mortgage, for any filing fees and other expenses (including fees and
disbursements of counsel) incurred in connection with qualification of the Offered Securities for
sale and determination of their eligibility for investment under the laws of such jurisdictions as the
Underwriters designate and the printing of memoranda relating thereto, for the fees and expenses
of the Trustee and its professional advisors, for all expenses in connection with the execution, issue,
authentication and initial delivery of the Offered Securities, the preparation and printing of this
Agreement, the Offered Securities, the Disclosure Package and the Prospectus, any Issuer Free
Writing Prospectus, and amendments and supplements thereto, and any other document relating to
the issuance, offer, sale and delivery of the Offered Securities, for the cost of any advertising
approved by the Company in connection with the issue of the Offered Securities, for any fees
charged by investment rating agencies for the rating of the Offered Securities, for any travel
expenses of the Company’s officers and employees, and any other expenses of the Company in
connection with attending or hosting meetings with prospective purchasers of the Offered
Securities and for expenses incurred in distributing the Disclosure Package, the Prospectus or any
Issuer Free Writing Prospectus (including any amendments and supplements thereto) to the
Underwriters. Except as otherwise provided in this Section 5(e) or in Section 9 of this Agreement,
the Underwriters will pay all of their costs and expenses, including fees and expenses of their
counsel, transfer taxes on the resale of the Offered Securities and any advertising and travel
expenses incurred by them.
(f) In connection with the offering, until the earlier of (i) 180 days following the
Closing Date and (ii) the date the Underwriters shall have notified the Company of the completion
of the resale of the Offered Securities, neither the Company nor any of its affiliates has or will,
either alone or with one or more other persons, bid for or purchase for any account in which it or
any of its affiliates has a beneficial interest any Offered Securities or attempt to induce any person
to purchase any Offered Securities; and neither it nor any of its affiliates will make bids or
purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price
of, the Offered Securities.
(g) From the date hereof through and including the Closing Date, the Company will
not, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge or
otherwise dispose of, directly or indirectly, or file with the Commission a registration statement
11
under the Securities Act relating to, any United States dollar-denominated debt securities issued or
guaranteed by the Company and having a maturity of more than one year from the date of issue.
(h) If the Company elects to rely upon Rule 462(b), the Company shall file a
Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00
p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of
filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give
irrevocable instructions for the payment of such fee pursuant to Rule 111 under the Securities Act.
(i) The Company (i) represents and agrees that, other than the final term sheet
prepared and filed pursuant to Section 5(a) hereof, without the prior consent of the Representatives,
it has not made and will not make any offer relating to the Offered Securities that would constitute
a “free writing prospectus” as defined in Rule 405 under the Securities Act and (ii) has complied
and will comply with the requirements of Rule 433 under the Securities Act applicable to any Issuer
Free Writing Prospectus, including timely filing with the Commission or retention where required
and legending.
6.Conditions of the Obligations of the Underwriters. The obligations of the several
Underwriters to purchase and pay for the Offered Securities will be subject to the accuracy of the
representations and warranties on the part of the Company herein, to the accuracy of the statements of
officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions precedent:
(a) The Prospectus as amended or supplemented in relation to the applicable Offered
Securities shall have been filed with the Commission pursuant to Rule 424(b) within the applicable
time period prescribed for such filing (without reliance on Rule 424(b)(8)) by the Rules and
Regulations and in accordance with Section 5(a) hereof; if the Company has elected to rely upon
Rule 462(b), the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m.,
Washington, D.C. time, on the date hereof; no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no proceeding for that purpose
shall have been initiated or to the knowledge of the Company threatened by the Commission; and
all requests for additional information on the part of the Commission shall have been complied
with.
(b) The Underwriters shall have received from Deloitte & Touche LLP a comfort letter
dated the date hereof and a bring-down comfort letter dated the Closing Date, in form and content
satisfactory to the Underwriters and their counsel, acting reasonably, containing statements and
information of the type ordinarily included in accountants’ long-form comfort letters to
underwriters with respect to the financial statements and other financial information of the
Company and its subsidiaries included in the Disclosure Package and the Preliminary Prospectus;
provided that the letter delivered on the Closing Date shall use a “cut-off” date no more than three
business days prior to the Closing Date.
(c) Subsequent to the Applicable Time, there shall not have been (i) any change, or
any development or event involving a prospective change, in the financial condition, business,
properties or results of operations of the Company and its subsidiaries taken as a whole, which, in
the judgment of the Representatives, is material and adverse and makes it impractical or inadvisable
to proceed with completion of the offering or the sale of and payment for the Offered Securities;
(ii) any downgrading in the rating of any debt securities or preferred stock of the Company by any
“nationally recognized statistical rating organization” (as such term is defined in Section 3 of the
Exchange Act), or any public announcement that any such organization has under surveillance or
review its rating of any debt securities or preferred stock of the Company (other than an
12
announcement with positive implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (iii) any material suspension or material limitation of trading in
securities generally on the New York Stock Exchange, or any setting of minimum prices for trading
on such exchange; (iv) any suspension of trading of any securities of the Company on any exchange
or in the over-the-counter market, other than at a time when the immediately prior subsection (iii)
also applies; (v) any banking moratorium declared by U.S. Federal or New York authorities; (vi)
any material disruption in settlements of securities or clearance services in the United States; or (vii)
any attack on, or outbreak or escalation of hostilities or act of terrorism involving, the United States,
any declaration of war by the United States Congress or any other substantial national or
international calamity or emergency if, in the judgment of the Representatives, the effect of any
such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or
inadvisable to proceed with completion of the offering or sale of and payment for the Offered
Securities.
(d) The Underwriters shall have received an opinion, dated the Closing Date, of
Jeffery B. Erb, Vice President, Chief Corporate Counsel and Corporate Secretary of Berkshire
Hathaway Energy Company, as appointed counsel for the Company, substantially in the form of
Exhibit A hereto.
(e) The Underwriters shall have received an opinion, dated the Closing Date, of
Perkins Coie LLP, special counsel to the Company, substantially in the form of Exhibit B hereto.
(f) The Underwriters shall have received from Latham & Watkins LLP, counsel for
the Underwriters, such opinion or opinions, dated the Closing Date, in form and substance
satisfactory to the Underwriters, and the Company shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon such matters. In rendering
such opinion or opinions, Latham & Watkins LLP may rely as to the incorporation of the Company
and all other matters governed by Oregon law upon the opinion of Perkins Coie LLP referred to
above.
(g) The Underwriters shall have received a certificate, dated the Closing Date, of the
President or any Vice President and a principal financial or accounting officer of the Company in
which such officers, to the best of their knowledge after reasonable investigation, shall state that:
(i) the representations and warranties of the Company in this Agreement are true and correct, or
true and correct in all material respects where such representations and warranties are not qualified
by materiality or Material Adverse Effect and (ii) that the Company has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior
to the Closing Date; and (iii) that, subsequent to the date of the most recent financial statements in,
or incorporated by reference in, the Preliminary Prospectus, there has been no material adverse
change, nor any development or event involving a prospective material adverse change, in the
financial condition, business or results of operations of the Company and its subsidiaries taken as
a whole except as set forth in the Disclosure Package and the Prospectus or as described in such
certificate.
The Company will furnish the Underwriters with such conformed copies of such opinions,
certificates, letters and documents as the Underwriters reasonably request. The Underwriters may waive
compliance with any conditions to their obligations hereunder.
7.Indemnification and Contribution. (a) The Company will indemnify and hold harmless
each Underwriter, its partners, members, directors and officers and each person, if any, who controls such
Underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or the
Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
13
thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Preliminary Prospectus, the Disclosure Package, the Prospectus
or any Issuer Free Writing Prospectus, or any amendment or supplement to the Registration Statement, the
Prospectus or any Issuer Free Writing Prospectus, or any “issuer information” filed or required to be filed
pursuant to Rule 433(d) under the Securities Act, arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary in order to make the statements therein made, in light of
the circumstances under which they were made (in the case of the Registration Statement, necessary in
order to make the statements therein not misleading), not misleading, including any losses, claims, damages
or liabilities arising out of or based upon the Company’s failure to perform its obligations under Section
5(a) of this Agreement, and will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the Company will not be liable in
any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents
in reliance upon and in conformity with written information furnished to the Company by the
Representatives on behalf of the Underwriters specifically for use therein, it being understood and agreed
that the only such information consists of the information described as such in subsection (b) below;
provided, further, that the foregoing indemnity with respect to any Preliminary Prospectus shall not inure
to the benefit of any Underwriter, or any person controlling such Underwriter, from whom the person
asserting any such losses, claims, damages or liabilities (or actions in respect thereof), in connection with
clauses (i) through (iii) below, purchased Offered Securities, where it shall have been determined by a court
of competent jurisdiction by final and non-appealable judgment that (i) prior to the Applicable Time the
Company has notified such Underwriter that the Preliminary Prospectus, dated May 15, 2023, contains an
untrue statement of material fact or omits to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading, (ii) such
untrue statement or omission of a material fact was corrected in an amended or supplemented Preliminary
Prospectus and such corrected Preliminary Prospectus was provided to such Underwriter sufficiently in
advance of the Applicable Time so that such corrected Preliminary Prospectus could have been conveyed
to such person prior to the Applicable Time and (iii) such corrected Preliminary Prospectus was not
conveyed to such person at or prior to the Applicable Time to such person.
3, 4
(second sentence only), 5, 6 and 7; provided, however, that the Underwriters shall not be liable for any
14
losses, claims, damages or liabilities arising out of or based upon the Company’s failure to perform its
obligations under Section 5(a) of this Agreement.
provided further that the failure to notify the indemnifying party pursuant
to this Section 7(c) shall not relieve it from any liability that it may have to an indemnified party otherwise
than under subsection (a) or (b) above. In case any such action is brought against any indemnified party
and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled
to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who
shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal
or other expenses subsequently incurred by such indemnified party in connection with the defense thereof
other than reasonable costs of investigation; provided, however, that the indemnified party shall have the
right to employ counsel to represent the indemnified party and their respective controlling persons who
may be subject to liability arising out of any claim in respect of which indemnity may be sought by the
indemnified party against the indemnifying party under this Section 7 if the employment of such counsel
shall have been authorized in writing by the indemnifying party in connection with the defense of such
action, if in the written opinion of counsel to either the indemnifying party or the indemnified party,
representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts
of interest between them or the indemnifying party shall have failed to employ counsel within a reasonable
period of time, and in that event the fees and expenses of one firm of separate counsel (in addition to the
fees and expenses of one local counsel in each applicable jurisdiction) shall be paid by the indemnifying
party. No indemnifying party shall, without the prior written consent of the indemnified party (which
consent shall not be unreasonably withheld), effect any settlement of any pending or threatened action in
respect of which any indemnified party is or could have been a party and indemnity could have been sought
hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any
indemnified party.
15
other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or the Underwriters and
the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims,
damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of
this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by
which the total price at which the Offered Securities purchased by it were resold exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d)
to contribute are several in proportion to their respective purchase obligations and not joint.
Default of Underwriters. If any Underwriter or Underwriters defaults in its or their
obligations to purchase the Offered Securities hereunder and the aggregate principal amount of the Offered
Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed
10% of the total principal amount of the Offered Securities the non-defaulting Underwriters may make
arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons,
including themselves, but if no such arrangements are made by the Closing Date, the non-defaulting
Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to
purchase such Offered Securities, that such defaulting Underwriter or Underwriters agreed but failed to
purchase. If any Underwriter or Underwriters so defaults and the aggregate principal amount of the Offered
Securities with respect to which such default or defaults occur exceeds 10% of the total principal amount
of the Offered Securities and arrangements satisfactory to the non-defaulting Underwriters and the
Company for the purchase of such Offered Securities by other persons are not made within 36 hours after
such default, this Agreement will terminate without liability on the part of the non-defaulting Underwriters
or the Company, except as provided in Section 9. As used in this Agreement, the term “Underwriter”
includes any person substituted for an Underwriter under this Section. Nothing herein, including the
Company’s obligations pursuant to Section 9 hereof, will relieve a defaulting Underwriter from liability for
its default.
Survival of Certain Representations and Obligations. The respective indemnities,
agreements, representations, warranties and other statements of the Company or its officers and of the
several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect,
regardless of any investigation, or statement as to the results thereof, made by or on behalf of any
Underwriter, the Company or any of their respective representatives, officers or directors or any controlling
person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated
pursuant to Section 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not
consummated other than such default by an Underwriter, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company
and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Offered Securities
16
by the Underwriters is not consummated for any reason other than solely because of (x) the termination of
this Agreement pursuant to Section 8 or (y) the occurrence of any event specified in clause (iii), (v), (vi) or
(vii) of Section 6(c), the Company will reimburse the Underwriters for all accountable out-of-pocket
expenses (including fees and disbursements of counsel) actually incurred by them in connection with the
offering of the Offered Securities, provided that the Company shall not be obligated under this Section 9 to
reimburse the Underwriters for any expenses (including any reasonable fees and disbursements of counsel)
in excess of $200,000.
No Fiduciary Duty. The Company acknowledges and agrees that in connection with this
offering or any other services the Underwriters may be deemed to be providing hereunder, notwithstanding
any preexisting relationship, advisory or otherwise, between the parties or any oral representations or
assurances previously or subsequently made by the Underwriters: (i) no fiduciary or agency relationship
between the Company and any other person, on the one hand, and the Underwriters, on the other, exists in
connection with the offering of the Offered Securities; (ii) the Underwriters are not acting as advisors,
expert or otherwise, to the Company in connection with the offering of the Offered Securities and such
relationship between the Company, on the one hand, and the Underwriters, on the other, is entirely and
solely commercial, based on arms-length negotiations; (iii) any duties and obligations that the Underwriters
may have to the Company in connection with the offering of the Offered Securities shall be limited to those
duties and obligations specifically stated herein; and (iv) the Underwriters and their respective affiliates
may have interests that differ from those of the Company. Any review by the Underwriters of the Company,
the transactions contemplated hereby or other matters related to such transactions will be performed solely
for the benefit of the Underwriters and not on behalf of the Company. The Company hereby waives any
claims that the Company may have against the Underwriters with respect to any breach of fiduciary duty
in connection with this offering.
Notices. All communications hereunder will be in writing and, if sent to the Underwriters,
will be mailed, delivered or faxed and confirmed to each of (i) BMO Capital Markets Corp., 151 West 42nd
Street, New York, New York 10036, Attention: Legal Department, facsimile: [phone], (ii) PNC
Capital Markets LLC, 300 Fifth Avenue, 10th Floor, Pittsburgh, PA 15222, Attention: Debt Capital Markets,
Fixed Income Transaction Execution, facsimile: 412-762-2760; (iii) SMBC Nikko Securities America, Inc.,
277 Park Avenue, New York, New York 10172, Attention: Debt Capital Markets – Transaction
Management, e-mail: [e-mail]; (iv) TD Securities (USA) LLC, 1 Vanderbilt
Avenue, 11th Floor, New York, New York 10017, Attention: Transaction Advisory, e-mail:
[e-mail]; and (v) Wells Fargo Securities, LLC, 550 South Tryon Street,
5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management, e-mail:
[e-mail]; or, if sent to the Company, will be mailed, delivered or telegraphed
and confirmed to it at PacifiCorp, 825 NE Multnomah, Suite 2000, Portland, OR 97232, Attention: Legal
Department; provided, however, that any notice to a particular Underwriter pursuant to Section 7 will be
mailed, delivered or faxed and confirmed to such Underwriter.
. Recognition of the U.S. Special Resolution Regimes.
17
greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this
Agreement were governed by the laws of the United States or a state of the United States.
BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall
be interpreted in accordance with, 12 U.S.C. § 1841(k).
Covered Entity” means any of the following:
Default Right” has the meaning assigned to that term in, and shall be interpreted
in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
U.S. Special Resolution Regime” means each of (i) the Federal Deposit
Insurance Act and the regulations promulgated thereunder and (ii) Title II of the
Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations
promulgated thereunder.
Successors. This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and the controlling persons referred to in Section 7, and no other
person will have any right or obligation hereunder. This Agreement and the rights and obligations hereunder
shall not be assignable by the Company without the prior written consent of the Representatives (which
consent shall not be unreasonably withheld). This Agreement may not be modified or amended except by
an instrument in writing signed by the Company and the Representatives.
Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall together constitute one and the same
agreement. Any signature to this Agreement may be delivered by facsimile, electronic transmission (i.e., a
“pdf” or “tif”) or any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New
York Electronic Signature and Records Act or other applicable law (i.e., www.docusign.com) or other
transmission method and any signature so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes to the fullest extent permitted by applicable law.
Applicable Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York without regard to principles of conflicts of laws.
Waiver of Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE
PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
18
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE
ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN
WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
Signatures follow]
If the foregoing is in accordance with the Underwriters' understanding of our agreement, kindly
sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between
the Company and the several Underwriters in accordance with its terms.
Very truly yours,
PacifiCorp
By:~~
Name: Nikki L. Kobliha
Title: Vice President, Chief Financial Officer, and
Treasurer
[Signature Page to Unde,writing Agreement]
(Signature Page to Underwriting Agreement)
The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.
BMO Capital Markets Corp.
By: _____________________________
Name:
Title:
PNC Capital Markets LLC
By: _____________________________
Name:
Title:
SMBC Nikko Securities America, Inc.
By: _____________________________
Name:
Title:
TD Securities (USA) LLC
By: _____________________________
Name:
Title:
Wells Fargo Securities, LLC
By: _____________________________
Name:
Title:
On behalf of themselves and as Representatives of the several Underwriters
Mark SpadacciniManaging Director
(Signature Page to Underwriting Agreement)

The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.

BMO Capital Markets Corp.

By: _____________________________
Name:
Title:

PNC Capital Markets LLC

By: _____________________________
Name:
Title:

SMBC Nikko Securities America, Inc.

By: _____________________________
Name:
Title:

TD Securities (USA) LLC

By: _____________________________
Name:
Title:

Wells Fargo Securities, LLC

By: _____________________________
Name:
Title:

On behalf of themselves and as Representatives of the several Underwriters

Valerie ShadeckManaging Director
The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.

BMO Capital Markets Corp.

By:
Name:
Title:

PNC Capital Markets LLC

By:
Name:
Title:

SMBC Nikko Securities America, Inc.

By:
Name: John Bolger
Title: Managing Director

TD Securities (USA) LLC

By:
Name:
Title:

Wells Fargo Securities, LLC

By:
Name:
Title:

On behalf of themselves and as Representatives of the several Underwriters

(Signature Page to Underwriting Agreement)
(Signature Page to Underwriting Agreement)
The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.
BMO Capital Markets Corp.
By: _____________________________
Name:
Title:
PNC Capital Markets LLC
By: _____________________________
Name:
Title:
SMBC Nikko Securities America, Inc.
By: _____________________________
Name:
Title:
TD Securities (USA) LLC
By: _____________________________
Name:
Title:
Wells Fargo Securities, LLC
By: _____________________________
Name:
Title:
On behalf of themselves and as Representatives of the several Underwriters
_____________________________
By iii
ame: Luiz Lanfredi
Title: Director
(Signature Page to Underwriting Agreement)

The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written.

BMO Capital Markets Corp.

By: _____________________________
Name:
Title:

PNC Capital Markets LLC

By: _____________________________
Name:
Title:

SMBC Nikko Securities America, Inc.

By: _____________________________
Name:
Title:

TD Securities (USA) LLC

By: _____________________________
Name:
Title:

Wells Fargo Securities, LLC

By: _____________________________
Name:
Title:

On behalf of themselves and as Representatives of the several Underwriters

Carolyn HurleyManaging Director
SCHEDULE A
BMO Capital Markets Corp.$186,000,000
PNC Capital Markets LLC $186,000,000
SMBC Nikko Securities America, Inc.$186,000,000
TD Securities (USA) LLC $186,000,000
Wells Fargo Securities, LLC $186,000,000
BofA Securities, Inc.$90,000,000
Scotia Capital (USA) Inc.$18,000,000
nabSecurities, LLC $18,000,000
Barclays Capital Inc.$18,000,000
CIBC World Markets Corp.$18,000,000
KeyBanc Capital Markets Inc.$18,000,000
Truist Securities, Inc.$18,000,000
BNY Mellon Capital Markets, LLC $18,000,000
Mizuho Securities USA LLC $18,000,000
RBC Capital Markets, LLC $18,000,000
Siebert Williams Shank & Co., LLC $18,000,000
Total......................................................................$1,200,000,000
SCHEDULE B(i)
Issuer Free Writing Prospectuses
1. The final term sheet set forth in Schedule B(ii).
SCHEDULE B(ii)
Filed pursuant to Rule 433(d)
Registration No. 333-249044
Dated May 15, 2023
FINAL TERM SHEET
Issuer: PacifiCorp
Security Type: First Mortgage Bonds due 2054
Legal Format: SEC Registered
Principal Amount: $1,200,000,000 in aggregate principal amount
Coupon: 5.500%
Interest Payment Dates: Semi-annually on May 15 and November 15, commencing on November
15, 2023
Record Dates: May 1 and November 1
Trade Date: May 15, 2023
Settlement Date: May 17, 2023 (T+2)
Maturity: May 15, 2054
Treasury Benchmark: 3.625% due February 15, 2053
US Treasury Spot: 95-31+
US Treasury Yield: 3.853%
Spread to Treasury: +165 basis points
Re-offer Yield: 5.503%
Price to Public (Issue Price): 99.956% of principal amount
Expected Ratings*: A1 by Moody’s Investors Service, Inc.
A+ by S&P Global Ratings
Optional Redemption: Prior to November 15, 2053, Make Whole Call at T+25 basis points. On
or after November 15, 2053, 100% of the principal amount plus accrued
and unpaid interest
Denominations: $2,000 and any integral multiples of $1,000 in excess thereof
Joint Book-Running Managers: BMO Capital Markets Corp.
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time.
www.sec.gov. Alternatively, the issuer, any underwriter or any
dealer participating in the offering will arrange to send you the prospectus if you request it by calling BMO
Capital Markets Corp. at 1-800-414-3627, PNC Capital Markets LLC at 855-881-0697, SMBC Nikko
Securities America, Inc. at 1-888-868-6856, TD Securities (USA) LLC at 1-855-495-9846, or Wells Fargo
Securities, LLC at 1-800-645-3751.
EXHIBIT A
Form of Opinion of Jeffery B. Erb, Chief Corporate Counsel and Corporate Secretary of Berkshire
Hathaway Energy Company, as appointed counsel for the Company
(1) To my knowledge and except for the matters disclosed in the Disclosure Package, there is
no legal or governmental action, suit or proceeding before any court, governmental agency, body
or authority, domestic or foreign, now pending or threatened against or involving the Company or
any subsidiary of the Company that, if determined adversely to the Company and its subsidiaries,
taken as a whole, is reasonably likely to have, individually or in the aggregate, a material adverse
effect on the business, affairs, property or financial condition of the Company and its subsidiaries
taken as a whole or a material adverse effect on the ability of the Company to perform its obligations
under the Underwriting Agreement, the Mortgage or the Bonds.
(2) The execution, delivery and performance of the Underwriting Agreement and the Mortgage
and the issuance and sale of the Bonds and the use of proceeds of the Bonds as designated in the
Prospectus do not and will not (A) conflict with the Articles of Incorporation or By-laws of the
Company, (B) to my knowledge, conflict with, result in the creation or imposition of any lien,
charge or other encumbrance, other than the Mortgage, upon any asset of the Company pursuant to
the terms of, or constitute a breach of, or default under, any agreement, indenture or other
instrument to which the Company is a party, or by which the Company is bound or to which any
of its properties are subject or (C) to my knowledge, result in a violation of any statute, rule or
regulation, or any order, judgment or decree known to me of any court or governmental agency,
body or authority having jurisdiction over the Company or any of its properties, where any such
conflict, encumbrance, breach, default or violation under clause (B) or (C) is reasonably likely to
have, individually or in the aggregate, a material adverse effect on the business, affairs, property or
financial condition of the Company and its subsidiaries taken as a whole.
(3) To my knowledge, except for such consents, approvals, authorizations, registrations or
qualifications as may be required under the Securities Act, the Trust Indenture Act or state securities
or blue sky laws or as may be required by applicable state public utility commissions and under the
Federal Power Act, no consent, authorization or order of, or filing or registration by the Company
with, any court, governmental agency or third party is required in connection with the execution,
delivery and performance by the Company of the Underwriting Agreement and the Mortgage, the
consummation of the transactions contemplated herein and therein, and the issuance, distribution
and sale of the Bonds as contemplated therein, in each case where the effect of the failure to obtain
such approval, authorization, consent or order, or make such filing, is material to the Company.
(4) The Company has good and sufficient title to the Properties subject to the Mortgage, which
include substantially all of the permanent physical properties of the Company (other than those
expressly excepted), subject only to Excepted Encumbrances and defects and irregularities
customarily found in properties of like size and character that, in my opinion, do not materially
impair the use of the property affected thereby in the operation of the business of the Company; the
descriptions in the Mortgage of such of the Properties as are described therein are adequate for the
Mortgage to constitute a lien thereon; the Mortgage constitutes a valid lien in favor of the Trustee
for the benefit of the holders of the bonds issued pursuant to the Mortgage and, to the best of my
knowledge, there is no lien on such Properties prior or equal to the lien of the Mortgage, other than
the exceptions enumerated above in this paragraph 4.
EXHIBIT B
Form of Opinion of Perkins Coie LLP, special counsel to the Company
1. The Company is a corporation validly existing under the laws of Oregon, with the corporate
power and authority to own its properties and conduct its business as described in the Preliminary
Prospectus and the Prospectus.
2. Based solely on the certificates attached as Schedule B, the Company is qualified to
transact business as a foreign corporation in Arizona, Colorado, Idaho, Montana, New Mexico, Utah,
Washington and Wyoming.
3. The Company has the corporate power and authority to enter into the Underwriting
Agreement and the Supplemental Indenture, to issue the Bonds and to consummate the transactions
contemplated by the Underwriting Agreement.
4. Each of the Underwriting Agreement and the Mortgage has been duly authorized, executed
and delivered by the Company.
5. The Mortgage constitutes the valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms.
6. The Mortgage has been duly qualified under the Trust Indenture Act of 1939, as amended
(the “Trust Indenture Act”).
7. The Bonds are in the form contemplated by the Mortgage, have been duly authorized by
the Company for issuance and sale pursuant to the Underwriting Agreement and the Mortgage, have been
duly executed by the Company and, when authenticated by the Trustee in the manner provided in the
Mortgage and delivered against payment of the purchase price therefore pursuant to the Underwriting
Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms, and entitled to the benefits of the Mortgage.
8. The statements in the Preliminary Prospectus and the Prospectus under the captions
“Description of the Bonds” and “Description of Additional Bonds” insofar as they purport to summarize
the provisions of the Mortgage and the Bonds, fairly summarize such provisions in all material respects.
The statements in the Preliminary Prospectus and the Prospectus under the caption “Certain U.S. Federal
Income Tax Considerations,” insofar as such statements purport to constitute summaries of United States
federal income tax law and regulations or legal conclusions with respect thereto, fairly summarize the
matters described therein in all material respects.
9. No approval, authorization, consent or order of, or filing with any governmental authority
is required in connection with the issuance and sale of the Bonds by the Company, the consummation by
the Company of the transactions contemplated by the Underwriting Agreement, the due authorization,
execution or delivery of the Underwriting Agreement or the due execution, delivery or performance of the
Mortgage by the Company, in each case where the effect of the failure to obtain such approval,
authorization, consent or order, or to make such filing, could reasonably be expected to have a Material
Adverse Effect and except (a) as may be required under federal or state “blue sky” securities laws and
regulations and (b) such as have been obtained or made.
10. The Idaho Public Utilities Commission and the Public Utility Commission of Oregon have
entered appropriate orders, which to our knowledge remain in full force and effect on the date of this letter,
each authorizing the issuance of the Bonds by the Company; the Company has filed a notice with the
Washington Utilities and Transportation Commission regarding the issuance and sale of the Bonds that
complies with the filing requirements of RCW 80.08.040 and WAC 480-100-242; the Company has filed
a notice of proposed securities issuance with the Idaho Public Utilities Commission regarding the issuance
and sale of the Bonds; and, together with certain exemptive orders that have been issued by each of the
Public Utilities Commission of the State of California, the Public Service Commission of Utah and the
Public Service Commission of Wyoming (each which to our knowledge remains in full force and effect on
the date of this letter), such orders and notices constitute the only approval, authorization, consent or other
order of, or notification to, any governmental body legally required in connection with the regulation of the
Company as a public utility for the authorization of the issuance of the Bonds by the Company pursuant to
the terms of the Underwriting Agreement.
[●],
2023 in a manner and within the time period required by Rule 424(b) under the Securities Act; and, based
solely on a review of the contents of the Commission’s stop orders webpage located at
www.sec.gov/litigation/stoporders.shtml, as of the date hereof, no stop order suspending the effectiveness
of the Registration Statement has been issued under the Securities Act and, to our knowledge, no
proceedings for that purpose have been initiated by the Commission.