Eastern Energy Gas Holdings LLC

01/15/2025 | Press release | Distributed by Public on 01/15/2025 15:05

Material Event Form 8 K

Item 8.01

Other Events.

On January 15, 2025, Eastern Energy Gas Holdings, LLC (the "Company") issued $700,000,000 aggregate principal amount of the Company's 2025 Series A 5.800% Senior Notes due 2035 (the "Series A Senior Notes") and $500,000,000 aggregate principal amount of the Company's 2025 Series B 6.200% Senior Notes due 2055 (the "Series B Senior Notes" and, together with the Series A Senior Notes, the "Senior Notes"). The Senior Notes were offered and sold pursuant to the provisions of an underwriting agreement (the "Underwriting Agreement") among the Company, BofA Securities, Inc., MUFG Securities Americas Inc., SMBC Nikko Securities America, Inc., Truist Securities, Inc. and U.S. Bancorp Investments, Inc., as representatives for several underwriters (collectively, the "Underwriters"), dated January 13, 2025. The Underwriting Agreement contains certain customary representations, warranties and covenants concerning the Company and the registration statement relating to the offering of the Senior Notes. In addition, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

The Senior Notes were issued pursuant to the Indenture, dated October 1, 2013 (the "Indenture"), between the Company and Deutsche Bank Trust Company Americas, as trustee, as supplemented by the Seventeenth Supplemental Indenture and the Eighteenth Supplemental Indenture, each dated January 15, 2025 (together, the "Supplemental Indentures").

The Company intends to use the net proceeds from the sale of the Senior Notes to rebalance the Company's capitalization structure by returning a portion of the equity capital received from Berkshire Hathaway Energy Company, the Company's indirect parent company.

The Senior Notes of each series will be redeemable prior to maturity, under the terms and conditions set forth in the applicable Supplemental Indenture.

The descriptions of the Underwriting Agreement, the Indenture, the Supplemental Indentures and the Senior Notes are qualified in their entirety by reference to the Underwriting Agreement, the Indenture, the Supplemental Indentures and the specimen global certificates evidencing the Senior Notes, copies of which are filed as exhibits to this Form 8-K.