On January 24, 2024, MidAmerican Energy Company (the “Company”) issued $600,000,000 aggregate principal amount of the Company’s 5.300% First Mortgage Bonds due 2055 (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, BMO Capital Markets Corp., MUFG Securities Americas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., and SMBC Nikko Securities America, Inc., as representatives for several underwriters (collectively, the “Underwriters”) dated January 22, 2024. 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 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 September 19, 2013 (the “First Supplemental Indenture”), and as supplemented by the Twelfth Supplemental Indenture dated January 24, 2024 (the “Twelfth 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 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 allocate an amount equal to the net proceeds of the First Mortgage Bonds to finance or refinance, in whole or in part, existing or new Eligible Projects (as defined in the Company’s prospectus supplement dated January 22, 2024, which was filed with the Securities and Exchange Commission on January 23, 2024).
The First Mortgage Bonds will be redeemable prior to maturity, under the terms and conditions set forth in the Twelfth Supplemental Indenture.
The descriptions of the Underwriting Agreement, the Indenture, the First Supplemental Indenture, the Twelfth 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 Twelfth Supplemental Indenture and the specimen global certificate evidencing the First Mortgage Bonds, copies of which are filed as exhibits to this Form
8-K.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| | | | | | |
| | | Exhibit
No. | | | Description |
| | |
| | | 1.1 | | | Underwriting Agreement, dated January 22, 2024 |
| | |
| | | 4.1 | | | Indenture, dated September 9, 2013 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 13, 2013) |
| | |
| | | 4.2 | | | First Supplemental Indenture, dated September 19, 2013 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 19, 2013) |
| | |
| | | 4.3 | | | Twelfth Supplemental Indenture, dated January 24, 2024 |
| | |
| | | 4.4 | | | Specimen of the 5.300% First Mortgage Bonds due 2055 (included in Exhibit 4.3 hereto) |
| | |
| | | 5.1 | | | Opinion of Gibson, Dunn & Crutcher LLP |
| | |
| | | 5.2 | | | Opinion of Jeffery B. Erb |
| | |
| | | 23.1 | | | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 hereto) |
| | |
| | | 23.2 | | | Consent of Jeffery B. Erb (included in Exhibit 5.2 hereto) |
| | |
| | | 104 | | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
