8-K

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

July 9, 2021

Date of Report (Date of earliest event reported)

	Exact name of registrant as specified in its charter
	State or other jurisdiction of incorporation or organization
Commission	Address of principal executive offices	IRS Employer
File Number	Registrant’s telephone number, including area code	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 or former address, if changed from 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Registrant	Securities registered pursuant to Section 12(b) of the Act:
BERKSHIRE HATHAWAY ENERGY COMPANY	None

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    o

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.  o

Item 1.02. Termination of a Material Definitive Agreement.

On July 9, 2021, Dominion Energy Questar Corporation (“Dominion Questar”) and Dominion Energy, Inc. (“DEI”) delivered a written notice (the “Notice”) to Berkshire Hathaway Energy Company (“BHE”) stating that BHE and Dominion Questar have mutually elected to terminate the Purchase and Sale Agreement (the “Q-Pipe Purchase Agreement”), dated as of October 5, 2020, by and between BHE, Dominion Questar and DEI, as guarantor, pursuant to which BHE would have purchased Dominion Energy Questar Pipeline, LLC and its related entities (the “Q-Pipe Transaction”) for a purchase price of approximately $1.3 billion in cash (the “Q-Pipe Cash Consideration”), subject to certain post-closing adjustments, and the assumption of approximately $430 million of existing long-term debt. The Notice is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

As previously disclosed, on November 2, 2020, BHE delivered the Q-Pipe Cash Consideration to Dominion Questar, subject to the terms of the Q-Pipe Purchase Agreement. Pursuant to the Q-Pipe Purchase Agreement, Dominion Questar agreed that, if the Q-Pipe Transaction did not close, it would repay all or (depending upon the repayment date) substantially all of the Q-Pipe Cash Consideration (the “Purchase Price Repayment Amount”) to BHE on or prior to December 31, 2021. On July 14, 2021, BHE received the Purchase Price Repayment Amount in cash.

On July 12, 2021, BHE issued a press release announcing the termination of the Q-Pipe Transaction, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Notice of Termination of Purchase and Sale Agreement, dated July 9, 2021.
99.2	Press Release of Berkshire Hathaway Energy Company, dated July 12, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: July 14, 2021
	/s/ Calvin D. Haack
	Calvin D. Haack
	Senior Vice President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

Dominion Energy, Inc.

120 Tredegar Street, Richmond, VA 23219

DominionEnergy.com

July 9, 2021

Berkshire Hathaway Energy Company

825 NE Multnomah Street, Suite 2000

Portland, OR 97232

Attn: General Counsel

Re:    Purchase and Sale Agreement, dated as of October 5, 2020, by and among Dominion Energy Questar Corporation, a Utah corporation (“Seller”), Berkshire Hathaway Energy Company, an Iowa corporation (“Buyer”) and, solely with respect to Section 2.1(b), Section 5.6, Section 5.13, Section 9.2 and Article XI, Dominion Energy, Inc., a Virginia corporation (“DEI” or “Guarantor”) (the “Agreement”)

Dear Ms. Hocken:

Reference is hereby made to the above-described Agreement. Capitalized terms used but not otherwise defined herein have the meanings given to such terms in the Agreement.

In accordance with Section 9.1(a) of the Agreement, Buyer and Seller have mutually elected to terminate the Agreement and the Contemplated Transactions, such termination to be effective at 6:30 P.M. eastern standard time on July 9, 2021 if the HSR Approval has not been obtained on or before such time.

In accordance with Section 2.1(b)(ii) of the Agreement and that certain Acknowledgment and Agreement dated June 29, 2021 executed by Seller and Buyer, following such termination, Seller shall pay, or cause to be paid, to Buyer an amount equal to the Purchase Price Repayment Amount by wire transfer of immediately available funds to one or more accounts to be designated by Buyer. The Purchase Price Repayment Amount is $1,265,000,000 if paid on or prior to July 14, 2021.

	Very truly yours,
	DOMINION ENERGY, INC.
By:	/s/ Donald R. Raikes
Name:	Donald R. Raikes
Title:	President- Gas Distribution
	DOMINION ENERGY QUESTAR CORPORATION
By:	/s/ Donald R. Raikes
Name:	Donald R. Raikes
Title:	President

CONFIRMED AND AGREED:
BERKSHIRE HATHAWAY ENERGY COMPANY
By:	/s/ Natalie L. Hocken
Name:	Natalie L. Hocken
Title:	SVP, General Counsel

EX-99.2

Exhibit 99.2

For more information, contact:

Berkshire Hathaway Energy

Media Hotline: 515-242-3022

mediahotline@brkenergy.com

Berkshire Hathaway Energy and Dominion Energy Agree to Terminate the Sale of Questar Pipeline Group

DES MOINES, Iowa – July 12, 2021 – Berkshire Hathaway Energy and Dominion Energy today announced they have agreed to terminate the planned sale of Questar Pipeline Group to Berkshire Hathaway Energy. The decision has no impact on the sale of gas transmission and storage assets to Berkshire Hathaway Energy completed in November 2020. That sale represented approximately 80% of the original transaction value.

About Berkshire Hathaway Energy

From our roots in renewable energy, Berkshire Hathaway Energy has grown to a $127.5 billion portfolio of locally managed businesses that share a vision of being the best energy company in serving our customers, while delivering sustainable energy solutions. These businesses deliver low-cost, safe and reliable service each day to more than 12 million electric and natural gas customers and end-users throughout the U.S., Great Britain and Alberta, Canada. Our employees pride themselves in putting customers first in all they do, and as a result, our businesses consistently rank high among energy companies in customer satisfaction. Berkshire Hathaway Energy is headquartered in Des Moines, Iowa, U.S. Learn more at www.brkenergy.com.

Forward-looking Statements

This news release contains statements that do not directly or exclusively relate to historical facts. These statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by the use of forward-looking words, such as “will,” “may,” “could,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “intend,” “potential,” “plan,” “forecast” and similar terms. These statements are based upon Berkshire Hathaway Energy Company’s current intentions, assumptions, expectations and beliefs and are subject to risks, uncertainties and other important factors. Many of these factors are outside the control of Berkshire Hathaway Energy Company and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include the impact of natural disasters and weather effects on revenues and other operating uncertainties, uncertainties relating to economic, political and business conditions and uncertainties regarding the impact of laws and regulations, including laws and regulations related to environmental protection, changes in government policy and competition. The foregoing factors that could cause Berkshire Hathaway Energy Company’s actual results to differ materially from those contemplated in the forward-looking statements included in this news release should not be construed as exclusive and should be considered in connection with information regarding risks and uncertainties that may affect Berkshire Hathaway Energy Company’s future results included in Berkshire Hathaway Energy Company’s filings with the Securities and Exchange Commission, which are available at the Securities and Exchange Commission’s website (www.sec.gov). Berkshire Hathaway Energy Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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XML

Cover	Jul. 09, 2021
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 09, 2021
Entity File Number	001-14881
Entity Registrant Name	BERKSHIRE HATHAWAY ENERGY COMPANY
Entity Incorporation, State or Country Code	IA
Entity Address, Address Line One	666 Grand Avenue, Suite 500
Entity Address, City or Town	Des Moines
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	50309-2580
City Area Code	515
Local Phone Number	242-4300
Entity Tax Identification Number	94-2213782
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001081316
Amendment Flag	false