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 9, 2021
Date of Report (Date of earliest event reported)
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| | Exact name of registrant as specified in its charter | | |
| | State or other jurisdiction of incorporation or organization | | |
| Commission | | Address of principal executive offices | | IRS Employer |
| File Number | | Registrant’s telephone number, including area code | | Identification No. |
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| 001-14881 | | BERKSHIRE HATHAWAY ENERGY COMPANY | | 94-2213782 |
| | (An Iowa Corporation) | | |
| | 666 Grand Avenue, Suite 500 | | |
| | Des Moines, Iowa 50309-2580 | | |
| | 515-242-4300 | | |
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| N/A |
| (Former name or former address, if changed from last report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Registrant | Securities registered pursuant to Section 12(b) of the Act: |
| BERKSHIRE HATHAWAY ENERGY COMPANY | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.02. Termination of a Material Definitive Agreement.
On July 9, 2021, Dominion Energy Questar Corporation (“Dominion Questar”) and Dominion Energy, Inc. (“DEI”) delivered a written notice (the “Notice”) to Berkshire Hathaway Energy Company (“BHE”) stating that BHE and Dominion Questar have mutually elected to terminate the Purchase and Sale Agreement (the “Q-Pipe Purchase Agreement”), dated as of October 5, 2020, by and between BHE, Dominion Questar and DEI, as guarantor, pursuant to which BHE would have purchased Dominion Energy Questar Pipeline, LLC and its related entities (the “Q-Pipe Transaction”) for a purchase price of approximately $1.3 billion in cash (the “Q-Pipe Cash Consideration”), subject to certain post-closing adjustments, and the assumption of approximately $430 million of existing long-term debt. The Notice is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
As previously disclosed, on November 2, 2020, BHE delivered the Q-Pipe Cash Consideration to Dominion Questar, subject to the terms of the Q-Pipe Purchase Agreement. Pursuant to the Q-Pipe Purchase Agreement, Dominion Questar agreed that, if the Q-Pipe Transaction did not close, it would repay all or (depending upon the repayment date) substantially all of the Q-Pipe Cash Consideration (the “Purchase Price Repayment Amount”) to BHE on or prior to December 31, 2021. On July 14, 2021, BHE received the Purchase Price Repayment Amount in cash.
On July 12, 2021, BHE issued a press release announcing the termination of the Q-Pipe Transaction, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
| 99.1 | | |
| 99.2 | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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| BERKSHIRE HATHAWAY ENERGY COMPANY |
| Date: July 14, 2021 | |
| /s/ Calvin D. Haack |
| Calvin D. Haack |
| Senior Vice President and Chief Financial Officer |
