UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 7, 2009 (July 1, 2009)
Date of Report (Date of earliest event reported)
MidAmerican Energy Holdings Company
(Exact name of registrant as specified in its charter)
| Iowa | 001-14881 | 94-2213782 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| | | |
| | | |
666 Grand Avenue, Suite 500 Des Moines, Iowa | | 50309-2580 |
| (Address of principal executive offices) | | (Zip code) |
515-242-4300
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
____________________________________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
MidAmerican Energy Holdings Company (“MidAmerican”) reported today that it completed the sale of $250 million in aggregate principal amount of its 3.15% senior notes due July 15, 2012 (“Notes”) pursuant to a Purchase Agreement dated July 1, 2009. The material terms of the Notes are set forth in the Indenture (“Indenture”), dated as of October 4, 2002, by and between MidAmerican and The Bank of New York Mellon Trust Company, N.A., as Trustee (“Trustee”), as amended and supplemented, previously filed with the Securities and Exchange Commission. The Eighth Supplemental Indenture to the Indenture, dated as of July 7, 2009, by and between MidAmerican and the Trustee, relating to the Notes, is being filed as an exhibit to this current report. The sale was exempt from the registration requirements under the U.S. Securities Act of 1933, as amended. The net proceeds will be used by MidAmerican for general corporate purposes. Pending application for such use, the net proceeds will be temporarily invested in short-term securities, money market funds, bank deposits or cash equivalents.
Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description |
| | |
| 4.1 | Eighth Supplemental Indenture, dated as of July 7, 2009, by and between MidAmerican Energy Holdings Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 3.15% Senior Notes due 2012. |
| | |
Forward-Looking Statements
This report contains statements that do not directly or exclusively relate to historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can typically be identified by the use of forward-looking words, such as “may,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “intend,” “potential,” “plan,” “forecast” and similar terms. These statements are based upon MidAmerican’s current intentions, assumptions, expectations and beliefs and are subject to risks, uncertainties and other important factors. Many of these factors are outside MidAmerican’s control and could cause actual results to differ materially from those expressed or implied by MidAmerican’s forward-looking statements. These factors include, among others:
| | · | general economic, political and business conditions in the jurisdictions in which MidAmerican and its subsidiaries’ (the “Company”) facilities operate; |
| | · | changes in governmental, legislative or regulatory requirements affecting the Company or the electric or gas utility, pipeline or power generation industries; |
| | · | changes in, and compliance with, environmental laws, regulations, decisions and policies that could increase operating and capital costs, reduce plant output or delay plant construction; |
| | · | the outcome of general rate cases and other proceedings conducted by regulatory commissions or other governmental and legal bodies; |
| | · | changes in economic, industry or weather conditions, as well as demographic trends, that could affect customer growth and usage or supply of electricity and gas or the Company’s ability to obtain long-term contracts with customers; |
| | · | a high degree of variance between actual and forecasted load and prices that could impact the hedging strategy and costs to balance electricity and load supply; |
| | · | changes in prices and availability for both purchases and sales of wholesale electricity, coal, natural gas, other fuel sources and fuel transportation that could have a significant impact on generation capacity and energy costs; |
| | · | the financial condition and creditworthiness of the Company’s significant customers and suppliers; |
| | · | changes in business strategy or development plans; |
| | · | availability, terms and deployment of capital, including severe reductions in demand for investment-grade commercial paper, debt securities and other sources of debt financing and volatility in the London Interbank Offered Rate, the base interest rate for MidAmerican’s and its subsidiaries’ credit facilities; |
| | · | changes in MidAmerican’s and its subsidiaries’ credit ratings; |
| | · | performance of the Company’s generating facilities, including unscheduled outages or repairs; |
| | · | risks relating to nuclear generation; |
| | · | the impact of derivative instruments used to mitigate or manage volume, price and interest rate risk, including increased collateral requirements, and changes in the commodity prices, interest rates and other conditions that affect the value of derivatives instruments; |
| | · | the impact of increases in healthcare costs and changes in interest rates, mortality, morbidity, investment performance and legislation on pension and other postretirement benefits expense and funding requirements; |
| | · | changes in the residential real estate brokerage and mortgage industries that could affect brokerage transaction levels; |
| | · | unanticipated construction delays, changes in costs, receipt of required permits and authorizations, ability to fund capital projects and other factors that could affect future generating facilities and infrastructure additions; |
| | · | the impact of new accounting pronouncements or changes in current accounting estimates and assumptions on financial results; |
| | · | MidAmerican’s ability to successfully integrate future acquired operations into its business; |
| | · | other risks or unforeseen events, including litigation, wars, the effects of terrorism, embargoes and other catastrophic events; and |
| | · | other business or investment considerations that may be disclosed from time to time in MidAmerican’s filings with the United States Securities and Exchange Commission or in other publicly disseminated written documents. |
MidAmerican undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors should not be construed as exclusive.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | MIDAMERICAN ENERGY HOLDINGS COMPANY |
| | (Registrant) |
| Date: July 7, 2009 | |
| | /s/ Douglas L. Anderson |
| | Douglas L. Anderson |
| | Senior Vice President |
| | and General Counsel |
| | |
| | |
EXHIBIT INDEX
| Exhibit No. | Description |
| | |
| 4.1 | Eighth Supplemental Indenture, dated as of July 7, 2009, by and between MidAmerican Energy Holdings Company and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the 3.15% Senior Notes due 2012. |
| | |
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