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SEC Company Response from BERKSHIRE HATHAWAY ENERGY CO (CIK 0001081316) — Jan 25, 2021

BERKSHIRE HATHAWAY ENERGY CO (CIK 0001081316)
Date: Jan. 25, 2021 · CIK: 0001081316 · Accession: 0001193125-21-016284

AI Filing Summary & Sentiment

File numbers found in text: 333-252349

Date
January 25, 2021
Author
Not clearly detected
Form
CORRESP
Company
BERKSHIRE HATHAWAY ENERGY CO (CIK 0001081316)

Letter

Berkshire Hathaway Energy Company

666 Grand Avenue, Suite 500

Des Moines, Iowa 50309-2580

(515) 242-4300

January 25, 2021

VIA HAND DELIVERY

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.

Re: Berkshire Hathaway Energy Company

Registration Statement on Form S-4 (File No. 333-252349)

Ladies and Gentlemen,

This letter is sent on behalf of Berkshire Hathaway Energy Company, an Iowa corporation (the “Company”), in connection with the above referenced Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the Company’s proposed offer to exchange (the “Exchange Offer”) up to $1,250,000,000 aggregate principal amount of its new registered 4.050% Senior Notes due 2025, up to $1,100,000,000 aggregate principal amount of its new registered 3.700% Senior Notes due 2030, up to $500,000,000 aggregate principal amount of its new registered 1.650% Senior Notes due 2031, up to $900,000,000 aggregate principal amount of its new registered 4.250% Senior Notes due 2050 and up to $1,500,000,000 aggregate principal amount of its new registered 2.850% Senior Notes due 2051 (collectively, the “Exchange Notes”) for all of its outstanding unregistered 4.050% Senior Notes due 2025, all of its outstanding unregistered 3.700% Senior Notes due 2030, all of its outstanding unregistered 1.650% Senior Notes due 2031, all of its outstanding unregistered 4.250% Senior Notes due 2050 and all of its outstanding unregistered 2.850% Senior Notes due 2051 (collectively, the “Initial Notes”).

The Company is registering the Exchange Offer pursuant to the Registration Statement in reliance on the position enunciated by the staff of the Commission (the “Staff”) in Exxon Capital Holdings Corp., SEC No-action letter available May 13, 1988, Morgan Stanley & Co., SEC No-action letter available June 5, 1991, and Shearman & Sterling, SEC No-action letter available July 2, 1993. The Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer will be acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Company will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any person using the Exchange Offer to participate in a distribution of the Exchange Notes to be received in the Exchange Offer (1) cannot rely on the Staff’s position enunciated in the Exxon Capital SEC No-action letter or similar letters of the Staff and (2) must comply with registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

The Company will include in the transmittal letter or similar documentation to be executed by an Exchange Offer offeree in order to participate in the Exchange Offer the following provision:

If the Exchange Offer offeree is a broker-dealer holding Initial Notes acquired for its own account as a result of market-making activities or other trading activities, it must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the Exchange Notes received in respect of such Initial Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The Company will also require that each participant in the Exchange Offer furnish a representation in the transmittal letter or similar documentation that neither such participant nor, to the actual knowledge of such participant, any other person receiving Exchange Notes from such participant, has any arrangement or understanding with any person to participate in the distribution of the Exchange Notes.

The Company will make each person participating in the Exchange Offer aware and will make broker-dealers participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

Please do not hesitate to contact the undersigned at (503) 813-7205 with any questions or comments concerning this letter.

[Signature page follows]

Kind regards,

/s/ Natalie L. Hocken

Natalie L. Hocken

Senior Vice President and General Counsel

cc:

Peter J. Hanlon, Gibson, Dunn & Crutcher LLP

J. Alan Bannister, Gibson, Dunn & Crutcher LLP

Show Raw Text
CORRESP
1
filename1.htm

CORRESP

 Berkshire Hathaway Energy Company

666 Grand Avenue, Suite 500

Des Moines, Iowa 50309-2580

(515) 242-4300

January 25, 2021

 VIA HAND DELIVERY

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 Berkshire Hathaway Energy Company

Registration Statement on Form S-4 (File
No. 333-252349)

 Ladies and Gentlemen,

This letter is sent on behalf of Berkshire Hathaway Energy Company, an Iowa corporation (the “Company”), in connection
with the above referenced Registration Statement on Form S-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”)
pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the Company’s proposed offer to exchange (the “Exchange Offer”) up to $1,250,000,000 aggregate principal
amount of its new registered 4.050% Senior Notes due 2025, up to $1,100,000,000 aggregate principal amount of its new registered 3.700% Senior Notes due 2030, up to $500,000,000 aggregate principal amount of its new registered 1.650% Senior Notes
due 2031, up to $900,000,000 aggregate principal amount of its new registered 4.250% Senior Notes due 2050 and up to $1,500,000,000 aggregate principal amount of its new registered 2.850% Senior Notes due 2051 (collectively, the “Exchange
Notes”) for all of its outstanding unregistered 4.050% Senior Notes due 2025, all of its outstanding unregistered 3.700% Senior Notes due 2030, all of its outstanding unregistered 1.650% Senior Notes due 2031, all of its outstanding
unregistered 4.250% Senior Notes due 2050 and all of its outstanding unregistered 2.850% Senior Notes due 2051 (collectively, the “Initial Notes”).

 The Company is registering the Exchange Offer pursuant to the Registration Statement in
reliance on the position enunciated by the staff of the Commission (the “Staff”) in Exxon Capital Holdings Corp., SEC No-action letter available May 13, 1988, Morgan Stanley & Co.,
SEC No-action letter available June 5, 1991, and Shearman & Sterling, SEC No-action letter available July 2, 1993. The Company has not entered into any arrangement or
understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Company’s information and belief, each person participating in the Exchange Offer will be acquiring the Exchange Notes
in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Company will make each person participating
in the Exchange Offer aware (through the Exchange Offer prospectus) that any person using the Exchange Offer to participate in a distribution of the Exchange Notes to be received in the Exchange Offer (1) cannot rely on the Staff’s
position enunciated in the Exxon Capital SEC No-action letter or similar letters of the Staff and (2) must comply with registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507
of Regulation S-K.

 The Company will include in the transmittal letter or similar documentation to
be executed by an Exchange Offer offeree in order to participate in the Exchange Offer the following provision:

 If the
Exchange Offer offeree is a broker-dealer holding Initial Notes acquired for its own account as a result of market-making activities or other trading activities, it must acknowledge that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of the Exchange Notes received in respect of such Initial Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an “underwriter” within the meaning of the Securities Act.

 The Company will also require that each participant in
the Exchange Offer furnish a representation in the transmittal letter or similar documentation that neither such participant nor, to the actual knowledge of such participant, any other person receiving Exchange Notes from such participant, has any
arrangement or understanding with any person to participate in the distribution of the Exchange Notes.

 The Company will make each person
participating in the Exchange Offer aware and will make broker-dealers participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer that resells Exchange Notes that were received by it for its own account
pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such Exchange Notes.

 Please do not hesitate to contact the
undersigned at (503) 813-7205 with any questions or comments concerning this letter.

 [Signature
page follows]

 2

Kind regards,

 /s/ Natalie L. Hocken

Natalie L. Hocken

Senior Vice President and General Counsel

cc:

Peter J. Hanlon, Gibson, Dunn & Crutcher LLP

J. Alan Bannister, Gibson, Dunn & Crutcher LLP