On July 22, 2021, MidAmerican Energy Company (the “Company”) issued $500,000,000 principal amount of the Company’s 2.70% First Mortgage Bonds due 2052 (the “First Mortgage Bonds”). The First Mortgage Bonds were offered and sold pursuant to the provisions of an underwriting agreement (the “Underwriting Agreement”) among the Company, Barclays Capital Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as representatives for several underwriters (collectively, the “Underwriters”) dated as of July 20, 2021. The Underwriting Agreement contains certain customary representations, warranties and covenants concerning the Company and the registration statement relating to the offering of the First Mortgage Bonds. In addition, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.
The First Mortgage Bonds were issued pursuant to the Indenture dated as of September 9, 2013 (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended by the First Supplemental Indenture dated as of September 19, 2013 (the “First Supplemental Indenture”), and as supplemented by the Tenth Supplemental Indenture, dated as of July 22, 2021 (the “Tenth Supplemental Indenture”).
The First Mortgage Bonds are secured by a first mortgage lien on substantially all of the Company’s electric generating, transmission and distribution property within the State of Iowa, subject to certain exceptions and permitted encumbrances, created by a Mortgage, Security Agreement, Fixture Filing and Financing Statement dated as of September 9, 2013, from the Company to The Bank of New York Mellon Trust Company, N.A., as collateral trustee, as may be amended or supplemented from time to time.
The First Mortgage Bonds are secured equally and ratably with the Company’s currently outstanding senior notes as required by the terms of the indentures under which such senior notes were issued, and with all of the Company’s other first mortgage bonds from time to time outstanding. The Company intends to use an amount equal to the net proceeds of the First Mortgage Bonds to finance capital expenditures, disbursed during the period from July 22, 2019 to September 27, 2019 with respect to investments in the Company’s 2,000 megawatt (nameplate capacity) Wind XI project, the Company’s 592 megawatt (nameplate capacity) Wind XII project, the Company’s 207 megawatt (nameplate capacity) Wind XII Expansion project and the repowering of 2,205 megawatts (nameplate capacity) of the Company’s existing wind facilities, which were previously financed with the Company’s general funds. The Company’s repowering investments include the installation of new turbine technology, including larger rotors, hubs and other components, that allow the facilities to capture more wind energy, which is intended to result in a net long-term increase in energy production.
The First Mortgage Bonds will be redeemable prior to maturity, under the terms and conditions set forth in the Tenth Supplemental Indenture.
The descriptions of the Underwriting Agreement, the Indenture, the First Supplemental Indenture, the Tenth Supplemental Indenture and the First Mortgage Bonds are qualified in their entirety by reference to the Underwriting Agreement, the Indenture, the First Supplemental Indenture, the Tenth Supplemental Indenture and the specimen global certificates evidencing each of the First Mortgage Bonds, copies of which are filed as exhibits to this Form
8-K.
| Financial Statements and Exhibits |
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| 1.1 | | Underwriting Agreement, dated July 20, 2021 |
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| 4.1 | | Indenture, dated as of September 9, 2013 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 13, 2013) |
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| 4.2 | | First Supplemental Indenture, dated as of September 19, 2013 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 19, 2013) |
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| 4.3 | | Tenth Supplemental Indenture, dated as of July 22, 2021 |
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| 4.4 | | Specimen of the 2.70% First Mortgage Bonds due 2052 (included in Exhibit 4.3 hereto) |
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| 5.1 | | Opinion of Gibson, Dunn & Crutcher LLP |
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| 5.2 | | Opinion of Jeffery B. Erb |
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| 23.1 | | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto) |
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| 23.2 | | Consent of Jeffery B. Erb (included in Exhibit 5.2 hereto) |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
