No. of Recommendations: 3
https://www.sec.gov/ix?doc=/Archives/edgar/data/00...On September 30, 2024, Berkshire Hathaway Energy Company ("BHE"), a consolidated subsidiary of Berkshire Hathaway Inc. (which, prior to the Transactions described below owns 92% of BHE's voting common stock), entered into repurchase agreements (the "Agreements") with certain family members and related or affiliated entities of the late Mr. Walter Scott, Jr., a former member of BHE's Board of Directors (each, a "Minority Shareholder", and collectively, the "Minority Shareholders"), under which BHE agreed to repurchase, acquire and accept from the Minority Shareholders (the "Transactions") a total of 4,424,494 shares of BHE voting common stock (the "Repurchased Shares") and the Junior Subordinated Debenture due 2057, having an aggregate principal amount of $100,000,450, issued by BHE to a certain Minority Shareholder on June 19, 2017 (the "Debenture"). Consideration for the Transactions consisted of (i) cash in an aggregate amount of $2,367,280,844 (the "Cash Purchase Price") and (ii) a Promissory Note (as described in Item 8.01 below) having an aggregate principal amount of $600,000,000 (the "Note"). BHE funded the Cash Purchase Price with cash on hand, including proceeds received from the sale of certain investments.
On September 30, 2024 (the "Closing Date"), and pursuant to the Agreements, (i) the Minority Shareholders sold, conveyed, assigned, transferred, surrendered and delivered to BHE (A) the Repurchased Shares and (B) the Debenture, (ii) BHE (A) paid the Minority Shareholders the Cash Purchase Price, and (B) issued and delivered to a certain Minority Shareholder the Note, and (iii) the respective certain Minority Shareholder and BHE canceled and extinguished the Debenture effective as of the Closing Date. The Agreements also contain customary representations and warranties related to the Transactions.
The foregoing description of the Agreements and the Transactions does not purport to be complete and is qualified in its entirety by reference to a form of the Agreements referenced above ("Form of Repurchase Agreement"), which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
