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
August 21, 2017 (August 21, 2017)
Date of Report (Date of earliest event reported)
| Commission File Number |
Exact name of registrant as specified in its charter; State or other jurisdiction of incorporation or organization |
IRS Employer Identification No. | ||
| 001-14881 | BERKSHIRE HATHAWAY ENERGY COMPANY | 94-2213782 | ||
| (An Iowa Corporation) | ||||
| 666 Grand Avenue, Suite 500 | ||||
| Des Moines, Iowa 50309-2580 | ||||
| 515-242-4300 |
N/A
(Former name, former address and former fiscal year, 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)) |
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 ☐
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. ☐
Item 1.02 Termination of a Material Definitive Agreement
On August 21, 2017, Energy Future Holdings Corp. (“EFH”) and Energy Future Intermediate Holding Company LLC (“EFIH”) delivered a written notice (the “Notice”) to Berkshire Hathaway Energy Company (“BHE”) terminating the agreement and plan of merger (the “Merger Agreement”), dated as of July 7, 2017, by and among, BHE, O.E. Merger Sub Inc., a direct wholly owned subsidiary of BHE (“EFH Merger Sub”), O.E. Merger Sub II, LLC, a direct wholly owned subsidiary of EFH Merger Sub (“EFIH Merger Sub”), and O.E. Merger Sub III, LLC, a direct wholly owned subsidiary of EFIH Merger Sub (“Oncor Holdings Merger Sub” and, together with EFH Merger Sub and EFIH Merger Sub, the “Merger Subs”), EFH and EFIH, pursuant to which Oncor Holdings Merger Sub would have become the direct owner of 80.03% of the outstanding equity interests of Oncor Electric Delivery Company LLC. The Notice stated that the termination of the Merger Agreement shall cause the automatic termination of the Oncor Letter Agreement, entered into in connection with the Merger Agreement. The Notice is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Notice of Termination of the Agreement and Plan of Merger, dated August 21, 2017 | |
2
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.
| BERKSHIRE HATHAWAY ENERGY COMPANY | ||||||
| Date: August 21, 2017 | ||||||
| /s/ Patrick J. Goodman | ||||||
| Patrick J. Goodman | ||||||
| Executive Vice President and Chief Financial Officer |
3
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Notice of Termination of the Agreement and Plan of Merger, dated August 21, 2017 | |
4
Exhibit 99.1
Energy Future Holdings Corp.
Energy Future Intermediate Holding Company LLC
Energy Plaza
1601 Bryan Street
Dallas, Texas 75201
August 21, 2017
VIA EMAIL AND BY FED-EX
| To: | Berkshire Hathaway Energy Company |
| 825 NE Multnomah, Suite 2000 |
| Portland, OR 97232 |
| Attention: Natalie Hocken |
| Email: NLHocken@berkshirehathawayenergyco.com |
| cc: | Gibson, Dunn & Crutcher LLP |
| 200 Park Avenue |
| New York, NY 10166 |
| Attention: Peter Hanlon |
| Email: phanlon@gibsondunn.com |
| Gibson, Dunn & Crutcher LLP |
| 333 South Grand Avenue |
| Los Angeles, CA 90071 |
| Attention: Jeffrey C. Krause |
| Email: jkrause@gibsondunn.com |
| Re: Termination of the Agreement and Plan of Merger |
Lady and Gentlemen:
Reference is made to that certain Agreement and Plan of Merger, dated as of July 7, 2017 (as amended, the “Merger Agreement”), by and among Energy Future Holdings Corp. (the “Company”), Energy Future Intermediate Holding Company LLC (“EFIH”), Berkshire Hathaway Energy Company, O.E. Merger Sub Inc., O.E. Merger Sub II, LLC and O.E. Merger Sub III, LLC. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement.
Pursuant to Section 8.3(e) and Section 8.3(f) of the Merger Agreement, the Company and EFIH, respectively, hereby terminate the Merger Agreement. This termination of the Merger Agreement shall also cause the automatic termination (without the necessity of any further action) of the Oncor Letter Agreement pursuant to Section 16(f)(B)(x) thereof.
[Signature page follows]
| Respectfully yours, | ||
| ENERGY FUTURE HOLDINGS CORP. | ||
| By: | /s/ Andrew M. Wright | |
| Name: | Andrew M. Wright | |
| Title: | EVP & General Counsel | |
| ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC | ||
| By: | /s/ Andrew M. Wright | |
| Name: | Andrew M. Wright | |
| Title: | EVP & General Counsel | |
| cc: | Kirkland & Ellis LLP |
600 Travis St., Suite 3300
Houston, TX 77002
Attn: Andrew Calder, John Pitts
Email: andrew.calder@kirkland.com; john.pitts@kirkland.com
| cc: | Kirkland & Ellis LLP |
300 North LaSalle
Chicago, IL 60654
Attn: James Sprayregen, Marc Kieselstein, Chad Husnick
Email: jsprayregen@kirkland.com; mkieselstein@kirkland.com; chusnick@kirkland.com
| cc: | Kirkland & Ellis LLP |
601 Lexington Avenue
New York, NY 10022
Attn: Edward Sassower
Email: edward.sassower@kirkland.com