M&A: BERKSHIRE HATHAWAY ENERGY CO

Form Type: 8-K

Filing Date: 2024-12-31

Corporate Action: Merger

Type: New

Accession Number: 000108131624000029

Comments: On December 24, 2024, Berkshire Hathaway Energy Company (BHE) entered into a Merger Agreement with BHE B Inc., a wholly owned subsidiary of Berkshire Hathaway. The agreement stipulates that BHE B will merge with and into BHE, with BHE as the surviving entity. The merger is accounted for at book value, as both entities are under common control. BHE B, which owns several investments in wind-powered generating facilities, had net assets of approximately $1 billion as of September 30, 2024. The effective date of the merger is set for December 31, 2024, at 10:59 PM Central Time. Under the terms, each share of common and preferred stock of BHE B will be canceled and converted into 481,000 shares of BHE's 4% Perpetual Preferred Stock and an aggregate cash amount of $420,900,000. Additionally, BHE filed Fourth Amended and Restated Articles of Incorporation on December 19, 2024, which included a reverse stock split of its common stock and became effective on December 30, 2024. Relevant documents outlining these changes are incorporated by reference in the filing.

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