While Eastern Energy Gas Holdings, LLC (“EEGH”) has determined that, with respect to EEGH, the Transaction (as defined below) constitutes the purchase of a “significant amount of assets” relative to EEGH, as such phrase is defined in Instruction 4 to Item 2.01 of Form
8-K,
Berkshire Hathaway Energy Company (“BHE”) has determined that, with respect to BHE, the Transaction does not constitute the purchase of a “significant amount of assets” relative to BHE, as such phrase is defined in Instruction 4 to Item 2.01 of Form
8-K.
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Completion of Acquisition or Disposition of Assets. |
On September 1, 2023, Eastern MLP Holding Company II, LLC (the “Buyer”), a Virginia limited liability company and an indirect wholly owned subsidiary of BHE, an Iowa corporation, completed its previously announced purchase (the “Transaction”) from DECP Holdings, Inc. (the “Seller”), a Virginia corporation and an indirect wholly owned subsidiary of Dominion Energy, Inc. (“DEI”), a Virginia corporation, of the Seller’s 50% limited partnership interests of Cove Point LNG, LP (“Cove Point”). After the Transaction, the Buyer now owns an aggregate of 75% of the limited partnership interests, and its affiliate, Cove Point GP Holding Company, LLC, continues to own 100% of the general partnership interests, of Cove Point. The Buyer is a wholly owned subsidiary of EEGH, which is a wholly owned subsidiary of BHE GT&S, LLC, an indirect wholly owned subsidiary of BHE.
Under the terms of the Purchase and Sale Agreement (the “Purchase Agreement”), dated as of July 9, 2023, among the Buyer, BHE, the Seller and DEI, the Buyer paid approximately $3.3 billion in cash, plus the pro rata portion of the quarterly distribution to be made by Cove Point for the fiscal quarter in which the Transaction closed, which we have estimated to be approximately $50 million, for total consideration of approximately $3.35 billion. The actual amount of the pro rata portion of such distribution to be paid by the Buyer will be determined, and subject to a
true-up
payment, when the actual amount of such distribution is determined. The Transaction was funded by BHE with cash on hand, including cash realized from the liquidation of certain investments, which it contributed to BHE GT&S, LLC. The transaction was funded by EEGH through cash provided by BHE GT&S, LLC, which included an equity contribution and the repayment of an intercompany revolving credit agreement.
Prior to the Transaction, EEGH indirectly owned 100% of the general partnership interests and 25% of the limited partnership interests in Cove Point. EEGH previously determined it has the power to direct the activities that most significantly impact Cove Point’s economic performance as well as the obligation to absorb losses and benefits which could be significant to it and, accordingly, includes Cove Point in its consolidated financial statements. Because EEGH controls Cove Point both before and after the Transaction, the change in EEGH’s ownership interest in Cove Point was accounted for as an equity transaction and no gain or loss was recognized.
On September 1, 2023, BHE issued a press release announcing the completion of the Transaction, a copy of which is filed as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated herein by reference.
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Financial Statements and Exhibits. |
(a)
Financial statements of businesses acquired
In reliance on paragraph 2020.5 of the Securities and Exchange Commission’s Division of Corporation Finance Financial Reporting Manual and
Rule 3-05(b)(4)(iii)
of Regulation
S-X,
EEGH has determined that the reporting of historical financial statements is not required.
(b)
Pro forma financial information
The pro forma financial information required by paragraph (b) of Item 9.01 of Form
8-K
is not included herein and, pursuant to paragraph (b)(2) of such Item 9.01, such pro forma financial information will be filed by EEGH not later than November 17, 2023, by amendment to this Form
8-K.
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