MidAmerican Energy Holdings Company
666 Grand Avenue, Suite 500
Des Moines, Iowa 50309-2580
June 30, 2008
VIA EDGAR
Mr. H. Christopher Owings
Assistant Director
Division of Corporate Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Mail Stop 3561
Washington, DC 20549
Re: Registration Statement on Form S-4 (File No. 333-151427)
Dear Mr. Owings:
In connection with the above-referenced Registration Statement on Form S-4 (File No. 333-151427), which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on June 4, 2008 as amended by Amendment No. 1 filed with the Commission on June 30, 2008, relating to the offer to exchange (the “Exchange Offer”) up to $650,000,000 in aggregate principal amount of MidAmerican Energy Holdings Company’s (the “Issuer”) 5.75% Senior Notes due 2018 (the “Exchange Notes”) for outstanding 5.75% Senior Notes due 2018 (the “Original Notes”), the Issuer hereby represents that:
| (A) | The Issuer has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Issuer shall make each person participating in the Exchange Offer aware, through the prospectus relating to the Exchange Offer (the “Prospectus”) or otherwise, that if the Exchange Offer is being registered for the purpose of secondary resales, any holder of Original Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) could not rely on the position of the staff of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988) or similar letters (unlike the Issuer, who is relying on such letters, among other things) and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary |
Mr. H. Christopher Owings
U.S. Securities and Exchange Commission
June 30, 2008
Page 2
resale transaction. The Issuer acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K of the Securities Act.
| (B) | The Issuer (i) shall make each person participating in the Exchange Offer aware, through the Prospectus, that any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Original Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver the Prospectus in connection with any resale of the Exchange Notes and (ii) shall include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the additional provision that, if the exchange offeree is a broker-dealer holding Original Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Original Notes pursuant to the Exchange Offer. The transmittal letter or similar documentation shall also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. |
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Very truly yours,
MIDAMERICAN ENERGY HOLDINGS COMPANY | | |
| | |
By: | /s/ Douglas L. Anderson | | | |
| Name: Douglas L. Anderson | | | |
| Title: Senior Vice President and
General Counsel | | | |
(Exxon Capital Letter)
