NV Energy, Inc. Acquisition

6 Months Ended

Jun. 30, 2013

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

(3) NV Energy, Inc. Acquisition

On May 29, 2013, MEHC entered into an Agreement and Plan of Merger (the "Merger Agreement") whereby MEHC will acquire NV Energy, Inc. ("NV Energy") and NV Energy will become an indirect wholly owned subsidiary of MEHC. NV Energy is a holding company whose principal subsidiaries are Nevada Power Company ("Nevada Power") and Sierra Pacific Power Company ("Sierra") (together, the "Nevada Utilities"). The Nevada Utilities are public utilities that generate, transmit and distribute electric energy in Nevada and, in the case of Sierra, also provide natural gas service. As of December 31, 2012, NV Energy served 1.2 million electric customers and 0.2 million natural gas customers in its nearly 46,000-square-mile service territory. As of December 31, 2012, NV Energy reported $12 billion of assets and almost 6,000 megawatts ("MW") of owned generating capacity. The Merger Agreement entitles NV Energy's common shareholders to receive $23.75 in cash for each share of NV Energy common stock issued and outstanding immediately prior to the effective time of the acquisition. The purchase price is estimated at $5.6 billion, and is subject to final determination of the outstanding shares at closing. MEHC's shareholders have committed to provide sufficient capital to fund the entire purchase price of NV Energy. MEHC expects to fund the acquisition by issuing $1.0 billion of MEHC common equity to its existing shareholders, $2.0 billion of MEHC senior debt and $2.6 billion of junior subordinated debentures to Berkshire Hathaway and its subsidiaries.

The acquisition has been approved by the board of directors of both NV Energy and MEHC, and is subject to customary closing conditions including the affirmative vote of holders of the majority of the outstanding shares of NV Energy's common stock and approvals from state regulatory and federal authorities. A special meeting of NV Energy's common shareholder's is expected to be held in September or October of 2013. MEHC and NV Energy filed a joint application with the Public Utilities Commission of Nevada ("PUCN") on July 17, 2013. On July 25, 2013, the PUCN scheduled a procedural conference to be held on August 28, 2013. The PUCN has 180 days from the application filing date to issue a final order on the joint application. MEHC and NV Energy filed an application with the Federal Energy Regulatory Commission on July 12, 2013 and expect to file the final application, which is related to the Federal Communications Commission license transfer, in the third quarter of 2013. On July 22, 2013, the United States Department of Justice and the Federal Trade Commission granted early termination of the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 satisfying a condition precedent to the Merger.

The Merger Agreement provides for certain termination rights for both NV Energy and MEHC. Upon termination of the Merger Agreement under certain circumstances, NV Energy may be obligated to pay MEHC a termination fee of $170 million.