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
Date of Report (date of earliest event reported): March 21, 2006
MIDAMERICAN ENERGY HOLDINGS COMPANY
(Exact name of registrant as specified in its charter)
Iowa 1-14881 94-2213782
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
666 Grand Avenue, Des Moines, Iowa 50309
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (515) 242-4300
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N/A
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(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 obligation of the registrant 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 7.01 Regulation FD Disclosure.
As previously disclosed by MidAmerican Energy Holdings Company (the
"Company"), on May 23, 2005, the Company entered into a Stock Purchase
Agreement, as amended on March 21, 2006 (the "Stock Purchase Agreement") with
Scottish Power plc and its wholly-owned subsidiary, PacifiCorp Holdings, Inc.
("PHI"), pursuant to which the Company acquired 100% of the common stock of
PHI's direct subsidiary, PacifiCorp, for a cash purchase price of approximately
$5.1 billion (the "PacifiCorp Acquisition") on March 21, 2006.
Also, as previously disclosed by the Company, in connection with the
PacifiCorp Acquisition, immediately prior to the closing thereof on March 21,
2006, Berkshire Hathaway Inc. ("Berkshire Hathaway"), the Company's majority
shareholder, invested approximately $5.07 billion and certain other of the
Company's existing shareholders and related companies invested approximately
$35.5 million in the Company's common stock in order to provide equity funding
for that acquisition (the "New Equity Investment"). Berkshire Hathaway has
granted the Company the right to repurchase up to $1.7 billion of the Company's
common stock issued to Berkshire Hathaway as part of the New Equity Investment
at any time prior to June 30, 2006 at the same price at which such stock was
issued.
On March 17, 2006, the Company disclosed that, on such date, it had
commenced an offering of $3.25 billion in aggregate principal amount of
unsecured senior bonds due 2036 (the "Bonds"). On March 21, 2006, the Company
entered into a purchase agreement (the "Bond Purchase Agreement") with the
initial purchasers of the Bonds. Attached as an exhibit to the Bond Purchase
Agreement is a term sheet (the "Pricing Term Sheet") reflecting, among other
things, the pricing terms of the Bonds, as well as certain additional
information not contained or addressed in the confidential preliminary offering
memorandum, dated March 17, 2006 (the "Preliminary Offering Memorandum"),
prepared and distributed by the Company to qualified potential offerees of the
Bonds. The Pricing Term Sheet may contain certain material non-public
information relating to price of the Bonds, the scheduled closing of each of the
PacifiCorp Acquisition and the purchase and sale of the Bonds, and the effect of
the reduction of the offering amount from $3.25 billion to $1.7 billion on the
pro forma financial statements and other information previously disclosed by the
Company.
As set forth in the Pricing Term Sheet, the purchase and sale of the Bonds
is scheduled to occur on March 24, 2006. In addition, the Company has determined
to issue $1.7 billion (rather than $3.25 billion) in aggregate principal amount
of the Bonds. The Bonds were issued at an offering price of 99.957% and will
accrue interest at a rate of 6.125% of per annum, as agreed upon by the Company
and the initial purchasers of the Bonds, and will mature on April 1, 2036. As a
result of the reduction in size of the Bond offering from $3.25 billion to $1.7
billion, the Company will not pre-fund its $1.55 billion of senior notes
maturing in 2007 and 2008, as contemplated by the Preliminary Offering
Memorandum. The principal pro forma effects of this reduction in the size of the
offering are that the Company's unaudited pro forma condensed combined
consolidated total assets and total liabilities, respectively, as of December
31, 2005, will be approximately $34,368.3 million (a reduction of approximately
$1,569.0 million from the pro forma information contained in the Preliminary
Offering Memorandum) and $27,339.2 million (a reduction of $1,569.0 million from
such pro forma information), respectively, and its unaudited pro forma condensed
combined consolidated income from continuing operations for the twelve month
period ended December 31, 2005 will be approximately
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$796.1 million (an increase of approximately $7.4 million from the pro forma
information contained in the Preliminary Offering Memorandum), as a result of
lower interest expense partially offset by lower interest income, net of taxes.
The Company intends to use the entire gross proceeds from the sale of the
Bonds to repurchase from Berkshire Hathaway a portion of the Company's common
stock issued to it as part of the New Equity Investment.
This Current Report on Form 8-K and the statements contained herein
(including the exhibits hereto) do not, and shall not be deemed to, constitute
an offer to sell or buy or a solicitation of an offer to sell or buy any
securities of the Company (including, without limitation, the Bonds). The Bonds
have not been registered under the Securities Act of 1933 as amended (the
"Securities Act"), or any state securities laws, and unless so registered, may
not be offered or sold except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state laws. The Bonds are
being sold only to "Qualified Institutional Buyers" under Rule 144A and to
non-U. S. persons in offshore transactions under Regulation S. Any offers of the
Bonds will be made exclusively by means of a private offering memorandum
(including the Preliminary Offering Memorandum).
Forward-Looking Statements
This Form 8-K 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. A
reader can typically identify forward-looking statements by the use of forward
looking words, such as "may", "will", "could", "project", "believe",
"anticipate", "expect", "estimate", "continue", "potential", "plan", "forecast"
and similar terms. These statements are based upon the Company's current
intentions, assumptions, expectations and beliefs and are subject to risks,
uncertainties and other important factors. Many of these factors are outside the
Company's control and could cause actual results to differ materially from those
expressed or implied by forward-looking statements. These factors include, among
others: general economic, political and business conditions in the jurisdiction
in which the Company's facilities are located; the financial condition and
creditworthiness of the Company's significant customers and suppliers;
governmental, statutory, legislative, regulatory or administrative initiatives,
including those relating to the recently enacted Energy Policy Act of 2005, or
ratemaking actions affecting the Company or the electric or gas utility,
pipeline or power generation industries; the outcome of general rate cases and
other proceedings conducted before regulatory authorities; weather effects on
sales and operating revenue; changes in expected customer growth or usage of
electricity or gas, economic or industry trends that could impact electricity or
gas usage; increased competition in the power generation, electric and gas
utility or pipeline industries; fuel, fuel transportation and power costs and
availability; continued availability of accessible gas reserves; changes in
business strategy, development plans or customer or vendor relationships;
availability, terms and deployment of capital; availability of qualified
personnel; unscheduled outages or repairs; risks relating to nuclear generation;
financial or regulatory accounting principles or policies imposed by the Public
Company Accounting Oversight Board, the Financial Accounting Standards Board,
the Securities and Exchange Commission, the Federal Energy Regulatory
Commission, state public utility commissions, the Office of Gas and Electricity
Markets in the United Kingdom and similar
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entities with regulatory oversight; changes in, and compliance with,
environmental laws, regulations, decisions and policies that could increase
operating and capital improvement costs or affect plant output and/or delay
plant construction; the Company's ability to successfully integrate PacifiCorp's
operations into our business; other risks or unforeseen events, including 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
our SEC filings or in other publicly disseminated written documents.
Further details of the potential risks and uncertainties affecting the
Company are described in the "Risk Factors" contained in Exhibit 20.1 to the
Company's Form 8-K, dated March 17, 2006 and in the Company's Annual Report on
Form 10-K for the year ended December 31, 2005. The Company 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.
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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.
Date: March 21, 2006 MIDAMERICAN ENERGY HOLDINGS COMPANY
By: /s/ Douglas L. Anderson
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Name: Douglas L. Anderson
Title: Senior Vice President
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