PPWLO PacifiCorp (PK)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________________

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

_______________________________

PacifiCorp*

(Name of Subject Company (Issuer) and Filing Person (Offeror))

_______________________________

PPW Holdings LLC, as Offeror
(Names of Filing Persons (identifying status as offeror, issuer, or other person))

6.00% Serial Preferred Stock
7.00% Serial Preferred Stock
(Title of Class of Securities)

_______________________________

695114801
695114884

(CUSIP Number of Class of Securities)

Jeffery B. Erb
Secretary, PPW Holdings LLC
Vice President, Chief Corporate Counsel & Corporate Secretary of Berkshire Hathaway Energy Company
825 N.E. Multnomah Street, Suite 2000
Portland, Oregon 97232
(503) 813-5372
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Filing Person)

_______________________________

Copies to:
M. Christopher Hall
Allison C. Handy
Perkins Coie LLP
1120 N.W. Couch Street, Tenth Floor
Portland, OR 97209-4128
(503) 727-2000

_______________________________

____________

*        PacifiCorp may be deemed to be a co-offeror with respect to the Offers.

This Issuer Tender Offer Statement on Schedule TO (this “Schedule TO”) is being filed by PPW Holdings LLC, a Delaware limited liability company (“PPW” or the “Offeror”) and an affiliate and the sole holder of the common stock of PacifiCorp, an Oregon corporation (“PAC” or the “Company”), and relates to the offers by the Offeror to purchase for cash any and all of the Company’s outstanding shares of (i) 6.00% Serial Preferred Stock (the “6.00% Preferred Stock” and such offer, the “6.00% Preferred Stock Offer”), and (ii) 7.00% Serial Preferred Stock (the “7.00% Preferred Stock” and, together with the 6.00% Preferred Stock, the “Preferred Stock” and such offer, together with the 6.00% Preferred Stock Offer, the “Offers” and each, an “Offer”), at a purchase price of $155.00 per share for the 6.00% Preferred Stock and $180.00 per share for the 7.00% Preferred Stock, plus in each case Accrued Dividends (as defined in the Offer to Purchase), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated on or near the date of this Schedule TO (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” and which together with the Offer to Purchase, constitutes the Offers).

Copies of the Offer to Purchase and the Letter of Transmittal are filed with this Schedule TO as Exhibit (a)(1)(A) and Exhibit (a)(1)(B) hereto, respectively. The Offers will expire at 5:00 p.m., New York City time, on January 24, 2025, unless the Offers are extended or earlier terminated. This Schedule TO is being filed in accordance with Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rule 13e-3 under the Exchange Act does not apply because, among other factors, the Preferred Stock is not registered or subject to reporting under SEC rules, including because the number of record holders of the shares of each series of Preferred Stock is fewer than 300. Specifically, the Offeror has been advised by Computershare Trust Company, N.A., the Company’s transfer agent, that as of December 13, 2024, there were 44 holders of record of 6.00% Preferred Stock and 109 holders of record of 7.00% Preferred Stock. In addition, the shares of Preferred Stock are not listed on any national securities exchange. The information contained in the Offer to Purchase and the Letter of Transmittal is hereby expressly incorporated by reference in response to all items of this Schedule TO, as more particularly set forth below.

With respect to the tender offers that are the subject of this Schedule TO, PAC may be deemed to be a co-offeror under the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), and as such it is being included as an offeror in this Schedule TO. The filing of this Schedule TO is not an admission by PAC or any affiliate of PAC that PAC is a co-offeror under the rules and regulations of the SEC. All information in this Schedule TO relating to PAC has been supplied by PAC and all information relating to PPW has been supplied by PPW.

Item 1. Summary Term Sheet

The information set forth in the Offer to Purchase under the heading “Summary” is incorporated herein by reference.

Item 2. Subject Company Information

(a)     Name and Address.    The name of the subject company and the issuer of the securities to which this Schedule TO relates is PacifiCorp, an Oregon corporation, and the address of its principal executive offices is 825 N.E. Multnomah Street, Suite 2000, Portland, Oregon 97232. The telephone number at such principal executive office is (888) 221-7070.

(b)    Securities.    This Schedule TO relates to the Company’s outstanding shares of (i) 6.00% Preferred Stock and (ii) 7.00% Preferred Stock. As of December 13, 2024, there were 5,930 shares of 6.00% Preferred Stock and 18,046 shares of 7.00% Preferred Stock outstanding.

(c)     Trading Market and Price.    The shares of Preferred Stock are not listed on any securities exchange or in any automated quotation system. Therefore, the Preferred Stock has no established trading market.

Item 3. Identity and Background of Filing Person

Name and Address.    PPW Holdings LLC, a Delaware limited liability company and affiliate and sole holder of shares of common stock of the Company, is the filing person. The Offeror’s business address is 1615 Locust Street, Des Moines, Iowa 50309-3037 and business telephone number is (503) 813-5372.

PAC is a filing person and the subject company. PAC’s business address and telephone number are set forth in Item 2(a), above.

Item 4. Terms of the Transaction

(a)     Material Terms.

(a)(1)(i)      The information set forth in the Offer to Purchase under the heading “Summary” and in Section 1, “Aggregate Cash Price for Shares of Preferred Stock,” is incorporated herein by reference.

(a)(1)(ii)     The information set forth in the Offer to Purchase under the heading “Summary,” in Section 1, “Aggregate Cash Price for Shares of Preferred Stock,” in Section 5, “Purchase of Shares of Preferred Stock and Payment of Purchase Price,” and in Section 8, “Source and Amount of Funds,” is incorporated herein by reference.

(a)(1)(iii)    The information set forth in the Offer to Purchase under the heading “Summary,” in Section 1, “Aggregate Cash Price for Shares of Preferred Stock,” and in Section 15, “Extension of the Offers; Termination; Amendment” is incorporated herein by reference.

(a)(1)(iv)    Not applicable.

(a)(1)(v)     The information set forth in the Offer to Purchase under the heading “Summary” and in Section 15, “Extension of the Offers; Termination; Amendment,” is incorporated herein by reference.

(a)(1)(vi)    The information set forth in the Offer to Purchase under the heading “Summary” and in Section 4, “Withdrawal Rights,” is incorporated herein by reference.

(a)(1)(vii)   The information set forth in the Offer to Purchase under the heading “Summary,” in Section 3, “Procedures for Tendering Shares of Preferred Stock,” and in Section 4, “Withdrawal Rights,” is incorporated herein by reference.

(a)(1)(viii)  The information set forth in the Offer to Purchase under the heading “Summary,” in Section 3, “Procedures for Tendering Shares of Preferred Stock,” and in Section 5, “Purchase of Shares of Preferred Stock and Payment of Purchase Price,” is incorporated herein by reference.

(a)(1)(ix)    Not applicable.

(a)(1)(x)     Not applicable.

(a)(1)(xi)    The information set forth in the Offer to Purchase in Section 14, “Accounting Treatment,” is incorporated herein by reference.

(a)(1)(xii)   The information set forth in the Offer to Purchase under the heading “Summary,” in Section 3, “Procedures for Tendering Shares of Preferred Stock,” and in Section 13, “Certain U.S. Federal Income Tax Consequences,” is incorporated herein by reference.

(a)(2)(i-vii)Not applicable.

(b)    Purchases.    The information set forth in the Offer to Purchase in Section 10, “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares of Preferred Stock,” is incorporated herein by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(e)     Agreements Involving the Subject Company’s Securities.    The information set forth in the Offer to Purchase in Section 10, “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares of Preferred Stock,” and Section 11, “Effects of the Offers on the Market for the Shares of Preferred Stock,” is incorporated herein by reference.

Item 6. Purposes of the Transaction and Plans or Proposals

(a)     Purposes.    The information set forth in the Offer to Purchase under the heading “Summary” and in Section 2, “Purpose of the Offers,” is incorporated herein by reference.

(b)    Use of Securities Acquired.    The information set forth in the Offer to Purchase in Section 2, “Purpose of the Offers,” and Section 11, “Effects of the Offers on the Market for the Shares of Preferred Stock,” is incorporated herein by reference.

(c)     Plans.    Except for the Offers and the information set forth in the Offer to Purchase under the heading, “Certain Significant Considerations,” and in Section 2, “Purpose of the Offers,” Section 8, “Source and Amount of Funds,” and Section 11, “Effects of the Offers on the Market for the Shares of Preferred Stock,” the Offeror does not have, and to the best of its knowledge is not aware of any plans, proposals or negotiations that relate to or would result in any of the events listed in Regulation M-A Item 1006(c)(1) through (10). The information set forth in the Offer to Purchase under the heading, “Certain Significant Considerations,” and in Section 2, “Purpose of the Offers,” Section 8, “Source and Amount of Funds,” and Section 11, “Effects of the Offers on the Market for the Shares of Preferred Stock,” is incorporated herein by reference.

Item 7. Source and Amount of Funds or Other Consideration

(a)     Source of Funds.    The information set forth in the Offer to Purchase under the heading “Summary” and in Section 8, “Source and Amount of Funds,” is incorporated herein by reference. The funds required to purchase the maximum number of shares of Preferred Stock that may be tendered is $4,167,430, excluding Accrued Dividends, fees and expenses.

(b)    Conditions.    The information set forth in the Offer to Purchase under the heading “Summary,” and in Section 6, “Conditions of the Offers” is incorporated herein by reference. The Offeror has no alternative financing arrangements or financing plans with respect to the Offers.

(d)    Borrowed Funds.    No part of the funds required for the Offers is, or is expected, to be borrowed, directly or indirectly, for the purpose of the Offers.

Item 8. Interest in Securities of the Subject Company

(a)     Securities Ownership.    The information set forth in Section 10 of the Offer to Purchase, “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares of Preferred Stock,” is incorporated herein by reference.

(b)    Securities Transactions.    None.

Item 9. Persons/Assets, Retained, Employed, Compensated or Used

(a)     Solicitations or Recommendations.    The information set forth in Section 16 of the Offer to Purchase, “Fees and Expenses,” is incorporated herein by reference.

Item 10. Financial Statements

(a)     Financial Information.    Not applicable.

(b)     Pro Forma Information.    Not applicable.

Item 11. Additional Information

(a)     Agreements, Regulatory Requirements and Legal Proceedings.

(1)    The information set forth in Section 10 of the Offer to Purchase, “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares of Preferred Stock,” is incorporated herein by reference.

(2)    The information set forth in Section 12 of the Offer to Purchase, “Legal Matters; Regulatory Approvals,” is incorporated herein by reference.

(3)    Not applicable.

(4)    Not applicable.

(5)    Not applicable.

(c)     Other Material Information.    The information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are filed as Exhibit (a)(1)(A) and Exhibit (a)(1)(B) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference. The Offeror will amend this Schedule TO to include documents that the Company may file with the Securities and Exchange Commission after the date of the Offer to Purchase pursuant to Sections 13(a), 13(c) or 14 of the Exchange Act and prior to the expiration of the Offers to the extent required by Rule 13e-4(d)(2) promulgated under the Exchange Act. The information contained in all of the exhibits referred to in Item 12 below is incorporated herein by reference.

Item 12. Exhibits

See the Exhibit Index immediately following the signature page.

Item 13. Information Required by Schedule 13E-3

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 17, 2024

EXHIBIT INDEX

Exhibit (a)(1)(A)

PPW HOLDINGS LLC

OFFERS TO PURCHASE
FOR CASH ANY AND ALL OUTSTANDING
6.00% SERIAL PREFERRED STOCK
(CUSIP NO. 695114801)
AND
7.00% SERIAL PREFERRED STOCK
(CUSIP NO. 695114884)
OF
PACIFICORP

PPW Holdings LLC, a Delaware limited liability company (“PPW” or the “Offeror”) and an affiliate and sole holder of the common stock of PacifiCorp, an Oregon corporation (the “Company”), hereby offers to purchase for cash any and all of the Company’s outstanding shares of (i) 6.00% Serial Preferred Stock (the “6.00% Preferred Stock” and such offer, the “6.00% Preferred Stock Offer”), and (ii) 7.00% Serial Preferred Stock (the “7.00% Preferred Stock” and, together with the 6.00% Preferred Stock, the “Preferred Stock” and such offer, together with the 6.00% Preferred Stock Offer, the “Offers” and each, an “Offer”), at a purchase price of $155.00 per share of 6.00% Preferred Stock and $180.00 per share of 7.00% Preferred Stock, plus in each case Accrued Dividends (as defined below), upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and which, together with this Offer to Purchase, constitutes the Offers). As of the date hereof, there are 5,930 shares of 6.00% Preferred Stock and 18,046 shares of 7.00% Preferred Stock issued and outstanding.

As used in this Offer to Purchase, “Accrued Dividends” means accrued and unpaid dividends from the most recent dividend payment date with respect to such shares of Preferred Stock up to, but not including the date on which payment is made for all validly tendered shares of Preferred Stock that are accepted for purchase pursuant to an Offer (the “Settlement Date”).

Notwithstanding any other provision of the Offers, the Offeror’s obligation to accept for purchase, and to pay for, any shares of Preferred Stock validly tendered (and not validly withdrawn) is conditioned upon the satisfaction of certain conditions. The conditions to the Offers are for the sole benefit of the Offeror and may be asserted by the Offeror, regardless of the circumstances giving rise to any such condition not being satisfied (other than any actions or inactions of the Offeror). The Offeror reserves the right, in its sole discretion, to waive any and all conditions of the Offers prior to the Expiration Date. See Section 6, which sets forth in full the conditions to the Offers.

THE BOARD OF DIRECTORS OF EACH OF THE OFFEROR AND THE COMPANY HAS APPROVED THE OFFERS. HOWEVER, NEITHER THE OFFEROR NOR THE COMPANY NOR THEIR RESPECTIVE BOARDS OF DIRECTORS MAKE ANY RECOMMENDATION TO HOLDERS OF SHARES OF PREFERRED STOCK AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SHARES OF PREFERRED STOCK. YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL BEFORE MAKING YOUR DECISION WHETHER TO TENDER YOUR SHARES OF PREFERRED STOCK IN THE OFFERS.

None of the Securities and Exchange Commission (the “SEC”), any state securities commission or any other regulatory authority has passed upon the accuracy or adequacy of this Offer to Purchase. Any representation to the contrary is unlawful. No person has been authorized to give any information or make any representations with respect to the Offers other than the information and representations contained or incorporated by reference herein and, if given or made, such information or representations must not be relied upon as having been authorized.

You may direct questions and requests for assistance to Citigroup Global Markets Inc., the dealer manager (the “Dealer Manager”) for the Offers, or Georgeson LLC, the information agent (the “Information Agent”) for the Offers, at the contact information set forth on the last page of this Offer to Purchase. You may direct requests for additional copies of this Offer to Purchase to the Information Agent. Computershare Trust Company, N.A. is serving the role as depositary for the Offers (the “Depositary”). Global Bondholder Services Corporation is serving as special depositary in the Offers (the “Special Depositary”) for the sole purpose of collecting the Retail Processing Dealer Forms to be used in connection with the Retail Processing Fee (as defined below) described in more detail herein. The Special Depositary’s address is 65 Broadway — Suite 404, New York, New York 10006. The Special Depositary can be reached by banks and brokers via telephone at (212) 430-3774 or toll-free at (855) 654-2014 and via email at contact@gbsc-usa.com.

The Offeror will pay registered brokers and dealers in the United States that process tenders into the Offers from participants of The Depository Trust Company (“DTC”) and persons resident in the United States (the “Retail Processing Dealers”) retail processing fees. Each Retail Processing Dealer that successfully processes tenders from a retail beneficial owner of the shares of Preferred Stock will be eligible to receive a fee (the “Retail Processing Fee”) from the Offeror equal to $5.00 per share of Preferred Stock validly tendered and not properly withdrawn by or on behalf of such retail beneficial owner and accepted for purchase by the Offeror, except for any shares of Preferred Stock tendered by a Retail Processing Dealer for its own account.

__________________________

The Dealer Manager for the Offers is:

Citigroup

The date of this Offer to Purchase is December 17, 2024.

Important Information

The purpose of the Offers is to retire perpetual high-cost illiquid financing instruments and eliminate the administrative burden and cost of compliance with certain public reporting obligations. The Offeror intends to pay the consideration payable by it pursuant to the Offers with cash on hand from an equity contribution from its parent, Berkshire Hathaway Energy Company (“BHE”). The Offeror intends to pay certain fees and expenses incurred by it in connection with the Offers with cash on hand, and the Company intends to pay certain other fees and expenses incurred in connection with the Offers with cash on hand. The Offers are conditioned upon the satisfaction of certain conditions.

If you desire to tender your shares of Preferred Stock pursuant to the Offers, you should either (i) complete and sign the Letter of Transmittal in accordance with the instructions set forth therein and mail or deliver such manually signed Letter of Transmittal, together with the certificates evidencing such shares of Preferred Stock (or confirmation of the transfer of such shares of Preferred Stock into the account of the Depositary with The DTC pursuant to the procedures for book-entry transfer set forth herein) and any other documents required by the Letter of Transmittal, or an Agent’s Message (as defined herein) in the case of book-entry transfer, to the Depositary or (ii) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. Beneficial owners whose shares of Preferred Stock are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender shares of Preferred Stock with respect to shares of Preferred Stock so registered. See Section 3.

DTC has authorized participants that hold shares of Preferred Stock on behalf of beneficial owners of shares of Preferred Stock through DTC to tender their shares of Preferred Stock as if they were holders of shares of Preferred Stock. To effect a tender, DTC participants should transmit their acceptance to DTC through the DTC Automated Tender Offer Program (“ATOP”), for which the transactions will be eligible, and follow the procedures for book-entry transfer set forth in Section 3. If you are a beneficial owner of shares of Preferred Stock that are held of record by a broker, dealer, commercial bank, trust company or other nominee, you must promptly instruct such holder of shares of Preferred Stock to tender the shares of Preferred Stock on your behalf. See Section 3.

There are no guaranteed delivery procedures available with respect to the Offers under the terms of this Offer to Purchase or any related materials. You must tender your shares of Preferred Stock in accordance with the procedures set forth in this Offer to Purchase. See Section 3.

The Offeror has not authorized any person to make any recommendation on its behalf as to whether you should tender or refrain from tendering your shares of Preferred Stock in the Offers. The Offeror has not authorized any person to give any information or to make any representation in connection with the Offers other than those contained in this Offer to Purchase or in the Letter of Transmittal. If given or made, you must not rely upon any such information or representation as having been authorized by the Offeror, the Company, the Information Agent or the Dealer Manager. Each of the Offeror’s and the Company’s respective Boards of Directors have approved the Offers. However, you must make your own decision whether to tender your shares of Preferred Stock and, if so, how many.

The Offeror is not making the Offers to holders of shares of Preferred Stock in any jurisdiction in which the making of the Offers or the acceptance of any tender of shares of Preferred Stock would not be in compliance with the laws of such jurisdiction, provided that the Offeror will comply with the requirements of Rule 13e-4(f)(8) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, the Offeror may, at its discretion, take such action as the Offeror may deem necessary for it to make the Offers in any such jurisdiction and extend the Offers to holders of shares of Preferred Stock in such jurisdiction. In any jurisdiction the securities or blue sky laws of which require the Offers to be made by a licensed broker or dealer, the Offers shall be deemed to be made on the Offeror’s behalf by one or more registered brokers or dealers which are licensed under the laws of such jurisdiction.

THIS OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION THAT HOLDERS ARE URGED TO READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFERS.

Cautionary Statements Concerning Forward-Looking Statements

This Offer to Purchase and certain oral statements made from time to time by us and our representatives contain or incorporate by reference certain “forward-looking statements” within the meaning of the federal securities laws that do not directly and exclusively relate to historical facts. Forward looking statements can typically be identified by the use of forward-looking words, such as “will,” “may,” “could,” “intend,” “potential” and similar terms. These statements are based upon the Offeror’s or the Company’s respective 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 the Offeror and the Company and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from expectations are disclosed in Item 1A — Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. You should also read the factors disclosed under “Certain Significant Considerations” and elsewhere in this Offer to Purchase, including, without limitation, in conjunction with the forward-looking statements included in this Offer to Purchase. These forward-looking statements speak only as of the date made and are not guarantees of future performance or results. The Offeror and the Company each undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities law. The foregoing factors should not be construed as exclusive.

TABLE OF CONTENTS

CERTAIN SIGNIFICANT CONSIDERATIONS

Prior to tendering shares of Preferred Stock, Holders should carefully consider the factors set forth below in addition to the other information described elsewhere in or incorporated by reference in this Offer to Purchase. In connection with the forward-looking cautionary statements that appear throughout this Offer to Purchase, you should also carefully review the cautionary note referred to under “Cautionary Statements Concerning Forward-Looking Statements.”

There is no guarantee that tendering your shares of Preferred Stock in the Offers will put you in a better future economic position.

The Offeror can give no assurance as to the market value of the shares of Preferred Stock in the future. If you choose to tender some or all of your shares of Preferred Stock in the Offers, future events may cause an increase of the market price of the shares of Preferred Stock, which may result in a lower value realized by participating in the Offers than you might have realized if you did not tender your shares of Preferred Stock. Similarly, if you do not tender your shares of Preferred Stock in the Offers, there can be no assurance that you can sell your shares of Preferred Stock in the future at a value equal to or higher than would have been obtained by participating in the Offers.

If the Offers are successful, there may no longer be a trading market for the shares of Preferred Stock, or there may be a limited trading market for the shares of Preferred Stock and the market price for the shares of Preferred Stock may be depressed.

Depending on the amount of shares of Preferred Stock validly tendered and not validly withdrawn that are accepted for purchase in the Offers, the trading market for the shares of Preferred Stock that remain outstanding after the Offers may be more limited. A reduced trading volume for the shares of Preferred Stock may decrease the trading price and increase the volatility of the trading price of the shares of Preferred Stock that remain outstanding following the completion of the Offers.

Holders who participate in the Offers and tender their shares of Preferred Stock will no longer receive future dividends on the shares of Preferred Stock tendered.

If you tender your shares of Preferred Stock, you will no longer receive any future dividend payments that are paid on the shares of Preferred Stock.

The Offers may be cancelled or delayed.

The Offeror has the right, independently for each Offer, to terminate, withdraw or extend, at its sole discretion, either of the Offers at any time and for any reason, including any extension to meet the conditions precedent to the settlement of the Offers. Accordingly, if the Offers are extended, holders of shares of Preferred Stock participating in the Offers may have to wait longer than expected to receive their consideration for any shares of Preferred Stock tendered, during which time such holders of shares of Preferred Stock will not be able to effect transfers or sales of their shares of Preferred Stock tendered.

The Offeror or the Company may acquire shares of Preferred Stock other than through the Offers in the future.

If the Offeror accepts for purchase at least the Redemption Percentage of the outstanding shares of Preferred Stock in the Offers, the Offeror would hold the requisite voting power to approve the Redemption Amendment. If the Offeror accepts for purchase at least the Redemption Percentage, the Company plans to seek the approval of shareholders for the Redemption Amendment, which approval would be within the control of the Offeror. Upon approval of the Redemption Amendment, the Company intends to redeem the remaining outstanding shares of Preferred Stock. Accordingly, your Preferred Stock may be redeemed even if you do not participate in the Offers. The Offeror and the Company have no obligation to complete a Redemption (as defined below) even if the Offeror obtains the Redemption Percentage.

If the Offeror accepts for purchase the Reverse Split Percentage of the outstanding shares of Preferred Stock in the Offers, the Offeror would hold the requisite voting power to approve the Reverse Split Amendment. If the Offeror accepts for purchase the Reverse Split Percentage, the Company plans to seek the approval of shareholders for the Reverse Split Amendment, which approval would be within the control of the Offeror. Upon approval of the Reverse

Split Amendment, the Company intends to conduct a reverse stock split of the shares of Preferred Stock using a ratio sufficient to result in each holder of shares of Preferred Stock, other than the Offeror, receiving cash in lieu of fractional shares of Preferred Stock. Accordingly, your Preferred Stock may be repurchased and cashed-out by the Company even if you do not participate in the Offers. The Offeror and the Company have no obligation to complete a Reverse Stock Split (as defined below) even if the Offeror obtains the Reverse Split Percentage.

If the Offeror does not accept for purchase at least the Reverse Split Percentage or the Company does not proceed with the Redemption or Reverse Stock Split, then from time to time after the tenth business day following the Expiration Date or other termination of the Offers, to the extent permitted by applicable law, the Offeror or the Company or their respective affiliates may acquire the shares of Preferred Stock that remain outstanding, whether or not the Offers settle, through open market purchases or privately negotiated transactions, one or more additional tender or exchange offers or otherwise, upon such terms and at such prices as may be determined, which may be more or less than the value of the consideration paid pursuant to the Offers, and could be paid in cash or other consideration, although neither the Offeror nor the Company is under any obligation to do so.

There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Offeror or the Company may pursue. Whether the Offeror or the Company makes additional acquisitions of shares of Preferred Stock in the future will depend on many factors, including, without limitation, the business and market conditions at the time, including the price of the shares of Preferred Stock, and such other factors as the Offeror or the Company or their respective affiliates may consider relevant.

the Offers

Section 1. Aggregate Cash Price for Tendered Shares of Preferred Stock.

General.    The Offeror is offering to purchase for cash, upon the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal, any and all of the outstanding shares of Preferred Stock. As of the date hereof, there are 5,930 shares of 6.00% Preferred Stock and 18,046 shares of 7.00% Preferred Stock issued and outstanding.

If you elect to participate in either of the Offers, you may tender a portion of or all of the shares of Preferred Stock you hold.

The consideration for the shares of Preferred Stock validly tendered and not validly withdrawn that are accepted for purchase pursuant to the Offers will be $155.00 per share of 6.00% Preferred Stock, plus Accrued Dividends, and $180.00 per share of 7.00% Preferred Stock, plus Accrued Dividends.

Expiration Date.    The term “Expiration Date” for the Offers means 5:00 P.M., New York City time, on January 24, 2025, unless and until the Offeror shall have extended the period of time during which the Offers will remain open, in which event, the term Expiration Date shall refer to the latest time and date at which the Offers, as so extended by the Offeror, shall expire. The Offeror will pay for all validly tendered and not validly withdrawn shares of Preferred Stock that are accepted for purchase promptly after the Expiration Date. If the Offeror materially changes the Offers or information concerning the Offers, it will extend the Offers to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3), 13e-4(f)(1) and 14e-1(b) under the Exchange Act.

For the purposes of the Offers, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

If the Offeror (i) increases or decreases the price to be paid for the shares of Preferred Stock or the Retail Processing Fee for the shares of Preferred Stock or (ii) decreases the number of shares of Preferred Stock being sought in the Offers, then the Offers must remain open for at least ten business days following the date that notice of the increase or decrease is first published, sent or given in the manner specified in Section 15.

Notwithstanding any other provision of the Offers, the Offeror’s obligation to accept for purchase, and to pay for, any shares of Preferred Stock validly tendered is subject to satisfaction of certain conditions. The conditions to the Offers are for the sole benefit of the Offeror and may be asserted by the Offeror, regardless of the circumstances giving rise to any such condition not being satisfied (other than any actions or inactions of the Offeror). The Offeror reserves the right, in its sole discretion, to waive any and all conditions of the Offers prior to the Expiration Date. The Offers are not conditioned upon a minimum number of shares of Preferred Stock having been tendered. See Section 6, which sets forth in full the conditions to the Offers.

This Offer to Purchase and the Letter of Transmittal will be provided to record holders of shares of Preferred Stock and will be furnished to brokers, dealers, commercial banks, trust companies or other nominees and similar persons whose names, or the names of whose nominees, appear on the Company’s shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of the shares of Preferred Stock.

Section 2. Purpose of the Offers.

The Offers.    The purpose of the Offers is to retire perpetual high-cost illiquid financing instruments and ultimately eliminate the administrative burden and cost of compliance with certain public reporting obligations.

General.    Each of the Offeror’s and the Company’s Board of Directors has approved the Offers. However, neither the Offeror, nor the Company nor their respective Boards of Directors make any recommendation to holders of shares of Preferred Stock as to whether to tender or refrain from tendering their shares of Preferred Stock, and no one has been authorized by the Offeror, the Company or their respective Boards of Directors to make such a recommendation. Holders of shares of Preferred Stock should carefully evaluate all information in the Offers, should consult their own investment and tax advisors, and should make their own decisions about whether to tender shares of Preferred Stock, and, if so, how many shares of Preferred Stock to tender.

All of the shares of Preferred Stock purchased by the Offeror in the Offers will be held by the Offeror and not resold or traded.

Redemption or Cash-Out of Untendered Shares.    The Offeror and the Company seek to retire all of the Preferred Stock. If the Offeror accepts for purchase at least the Redemption Percentage of the outstanding shares of Preferred Stock in the Offers, the Offeror would hold the requisite voting power to approve the Redemption Amendment. If the Offeror accepts for purchase at least the Redemption Percentage, the Company plans to seek the approval of shareholders for the Redemption Amendment. The Offeror would hold the requisite voting power to approve the Redemption Amendment without approval of any other remaining holders of Preferred Stock. Upon approval of the Redemption Amendment, the Company intends to redeem the remaining outstanding shares of Preferred Stock (the “Redemption”). The Company anticipates that the price paid upon redemption would be consistent with the price of the Offers.

If the Offeror accepts for purchase the Reverse Split Percentage of the outstanding shares of Preferred Stock in the Offers, the Offeror would hold the requisite voting power to approve the Reverse Split Amendment. If the Offeror accepts for purchase the Reverse Split Percentage, the Company plans to seek the approval of shareholders for the Reverse Split Amendment. The Offeror would hold the requisite voting power to approve the Reverse Split Amendment without approval of any other remaining holders of Preferred Stock. Upon approval of the Reverse Split Amendment, the Company intends to conduct a reverse stock split of the shares of Preferred Stock using a ratio sufficient to result in each holder of shares of Preferred Stock, other than the Offeror, receiving cash in lieu of fractional shares of Preferred Stock (the “Reverse Stock Split”). The Company anticipates that the price paid for fractional shares would be consistent with the price of the Offers. In the event of a reverse stock split, remaining holders of Preferred Stock may have dissenters’ rights with respect to such action, in which case the Company will provide notice of such rights under applicable law.

Section 3. Procedures for Tendering Shares of Preferred Stock.

A defective tender of shares of Preferred Stock (which defect is not waived by the Offeror or cured by the holder of shares of Preferred Stock) will not constitute a valid tender of shares of Preferred Stock and will not entitle the holder thereof to the applicable consideration for such holder’s shares of Preferred Stock.

Tenders of Shares of Preferred Stock.    For a holder of shares of Preferred Stock to tender shares of Preferred Stock validly pursuant to the Offers, (1) a properly completed and duly executed Letter of Transmittal, together with any signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and any other documents required by the instructions to the Letter of Transmittal, must be received by the Depositary at its address set forth on the back cover of this Offer to Purchase and (2) either certificates for tendered shares of Preferred Stock must be received by the Depositary at such address or such shares of Preferred Stock must be transferred pursuant to the procedures for book-entry transfer described below and a confirmation of such book-entry transfer must be received by the Depositary, in each case, at or prior to the Expiration Date. Letters of Transmittal and shares of Preferred Stock should be sent only to the Depositary, not to the Offeror, the Company, DTC, the Information Agent, or the Dealer Manager.

Delivery of Letters of Transmittal.    If certificates for shares of Preferred Stock are registered in the name of a person other than the signer of a Letter of Transmittal, then, in order to tender such shares of Preferred Stock pursuant to the Offers, the certificates evidencing such shares of Preferred Stock must be endorsed or accompanied by appropriate stock powers signed exactly as the name or names of such holder or holders of shares of Preferred Stock appear on the certificates, with the signature(s) on the certificates or stock powers guaranteed as provided below.

If a broker, dealer, commercial bank, trust company or other nominee holds your shares of Preferred Stock, it may have an earlier deadline for you to act to instruct it to accept either of the Offers on your behalf. You should contact your broker, dealer, commercial bank, trust company or other nominee to determine its applicable deadline. Any beneficial owner whose shares of Preferred Stock are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender shares of Preferred Stock should contact such registered holder of shares of Preferred Stock promptly and instruct such holder to tender shares of Preferred Stock on such beneficial owner’s behalf.

If you are a beneficial owner and you wish to tender such shares of Preferred Stock yourself, you must, prior to completing and executing the Letter of Transmittal and delivering such shares of Preferred Stock, either make appropriate arrangements to register ownership of the shares of Preferred Stock in your name or follow the procedures described in the immediately preceding paragraph. The transfer of record ownership may take considerable time.

Holders who hold shares of Preferred Stock through brokers, dealers, commercial banks, trust companies or other nominees should consult the brokers, dealers, commercial banks, trust companies or other nominees to determine whether transaction costs are applicable if they tender shares of Preferred Stock through the brokers, dealers, commercial banks, trust companies or other nominees and not directly to the Depositary.

To effectively tender shares of Preferred Stock that are held through DTC, DTC participants should transmit their acceptance through ATOP, for which the Offers will be eligible, and DTC will then edit and verify the acceptance and send an Agent’s Message to the Depositary for its acceptance. Delivery of tendered shares of Preferred Stock must be made to the Depositary pursuant to the book-entry delivery procedures set forth below.

Signature Guarantees.    Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loans associations and brokerage houses) which is a participant in the Securities Transfer Agents Medallion Program. Signatures on a Letter of Transmittal need not be guaranteed if:

•        the Letter of Transmittal is signed by the registered holder (which term, for purposes of this Section 3, shall include any participant in DTC whose name appears on a security position listing as the owner of the shares of Preferred Stock) of the shares of Preferred Stock tendered therewith and the holder has not completed either of the boxes under “Special Payment and Delivery Instructions” within the Letter of Transmittal; or

•        the shares of Preferred Stock are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act. See Instruction 1 of the Letter of Transmittal.

There are no guaranteed delivery procedures available with respect to the Offers under the terms of this Offer to Purchase or any related materials. Holders must tender their shares of Preferred Stock in accordance with the procedures set forth in this section.

The Offeror will make payment for shares of Preferred Stock validly tendered and not validly withdrawn that are accepted for purchase in the Offers only after the Depositary receives a timely confirmation of the book-entry transfer of the shares of Preferred Stock into the Depositary’s account at DTC (a “Book-Entry Confirmation”), or an Agent’s Message, a properly completed and duly executed Letter of Transmittal, and any other documents required by the Letter of Transmittal.

Book-Entry Delivery.    The Depositary will establish an account with respect to the shares of Preferred Stock for purposes of the Offers at DTC within two business days after the date of this Offer to Purchase, and any financial institution that is a DTC participant may make book-entry delivery of the shares of Preferred Stock by causing DTC to transfer shares of Preferred Stock into the Depositary’s account in accordance with DTC’s procedures for transfer. Although DTC participants may effect delivery of shares of Preferred Stock into the Depositary’s account at DTC, such deposit must be accompanied by a message that has been transmitted to the Depositary through the facilities of DTC or “agent’s message,” or a properly completed and duly executed Letter of Transmittal, including any other required documents, that has been transmitted to and received by the Depositary at its address set forth on the back page of this Offer to Purchase before the Expiration Date.

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming a part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from the participant in DTC described in such Agent’s Message, stating the aggregate principal amount of shares of Preferred Stock that have been tendered by such participant pursuant to the Offers and that such participant has received the Offers and agrees to be bound by the terms of the Offers and that the Offeror may enforce such agreement against such participant.

Method of Delivery.    The method of delivery of the Letter of Transmittal and any other required documents is at the election and risk of the tendering holder of shares of Preferred Stock. If you choose to deliver required documents by mail, the Offeror recommends that you use registered mail with return receipt requested, properly insured. Delivery of the Letter of Transmittal and any other required documents to DTC does not constitute delivery to the Depositary.

Dissenters’ Rights.    You will have no dissenters’ or appraisal rights in connection with the Offers. Dissenters’ rights may be available in connection with the potential Reverse Split Amendment, as discussed in more detail herein.

U.S. Federal Backup Withholding Tax.    Under the U.S. federal income tax backup withholding rules, 24% of the gross proceeds payable to a holder of the shares of Preferred Stock pursuant to the Offers will be withheld and remitted to the U.S. Treasury, unless the holder of the shares of Preferred Stock provides such holder’s taxpayer identification number (i.e., employer identification number or Social Security number) to the Depositary and certifies under penalties of perjury that such number is correct and that such holder of the shares of Preferred Stock is exempt from backup withholding, or such holder of the shares of Preferred Stock otherwise establishes an exemption from backup withholding. If the Depositary is not provided with the correct taxpayer identification number, the holder of the shares of Preferred Stock may also be subject to certain penalties imposed by the Internal Revenue Service (the “IRS”). Therefore, each tendering U.S. Holder (as defined below in Section 13) should complete and sign the IRS Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding unless the U.S. Holder otherwise establishes to the satisfaction of the Depositary that such tendering U.S. Holder is not subject to backup withholding. Certain holders of the shares of Preferred Stock (including, among others, C corporations) are not subject to these backup withholding and reporting requirements. Exempt U.S. Holders should indicate their exempt status on the IRS Form W-9 included as part of the Letter of Transmittal. In order for a Non-U.S. Holder (as defined below in Section 13) to qualify as an exempt recipient, such holder of the shares of Preferred Stock generally must submit an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8, signed under penalties of perjury, attesting to that Non-U.S. Holder’s non-U.S. status. Tendering holders of the shares of Preferred Stock can obtain other applicable forms from the Depositary or from www.irs.gov. See Instruction 8 of the Letter of Transmittal.

Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

TO PREVENT U.S. FEDERAL BACKUP WITHHOLDING TAX ON THE GROSS PAYMENTS MADE TO YOU FOR THE SHARES OF PREFERRED STOCK PURCHASED PURSUANT TO THE OFFERS, YOU MUST PROVIDE THE DEPOSITARY WITH A COMPLETED IRS FORM W-9 OR APPLICABLE IRS FORM W-8, AS APPROPRIATE, OR OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH WITHHOLDING.

Where shares of Preferred Stock are tendered on behalf of the holder of shares of Preferred Stock by a broker or other DTC participant, the foregoing IRS Forms and certifications generally must be provided by the holder of shares of Preferred Stock to the DTC participant, instead of the Depositary, in accordance with the DTC participant’s applicable procedures.

For a summary of certain U.S. federal income tax consequences relating to the Offers to tendering U.S. Holders (as defined below) and Non-U.S. Holders (as defined below), see Section 13.

Return of Withdrawn Shares of Preferred Stock.    In the event of proper withdrawal of tendered shares of Preferred Stock, the Depositary will promptly credit the shares of Preferred Stock to the appropriate account maintained by the tendering holder of shares of Preferred Stock at DTC without expense to the holder of the shares of Preferred Stock or, for shares of Preferred Stock held in certificated form, will promptly return the certificates of shares of Preferred Stock to the respective holder thereof.

Determination of Validity; Rejection of Shares of Preferred Stock; Waiver of Defects; No Obligation to Give Notice of Defects.    The Offeror will determine, in its sole discretion, all questions as to the validity, form, eligibility (including time of receipt) and acceptance for purchase of any tender of shares of Preferred Stock, and its determination will be final and binding on all parties, subject to a holder’s right to challenge the Offeror’s determination in a court of competent jurisdiction. The Offeror reserves the absolute right to reject any or all tenders of any shares of Preferred Stock that it determines are not in proper form or the acceptance for purchase of or payment for which the Offeror determines may be unlawful. The Offeror also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular shares of Preferred Stock or any particular holder of shares of Preferred Stock, and the Offeror’s interpretation of the terms of the Offers will be final and binding on all parties, subject to a holder’s right to challenge the Offeror’s determination in a court of competent jurisdiction. No tender of shares of Preferred Stock will be deemed to have been validly made until the holder of the shares of Preferred Stock cures, or the Offeror

waives, all defects or irregularities. None of the Offeror, the Company, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any tender or incur any liability for failure to give this notification.

Tendering Holder’s Representation and Warranty; The Offeror’s Acceptance Constitutes an Agreement.    A tender of shares of Preferred Stock under the procedures described above will constitute the tendering holder’s acceptance of the terms and conditions of the applicable Offer, and the tendering holder will thereby be deemed to have made the agreements with, and representations to, the Offeror set forth in the Letter of Transmittal, including that (i) such holder of shares of Preferred Stock has the full power and authority to tender, sell, assign and transfer the tendered shares of Preferred Stock and (ii) when the same are accepted for purchase by the Offeror, it will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, changes and encumbrances and such shares of Preferred Stock will not be subject to any adverse claims.

The Offeror’s acceptance for purchase of shares of Preferred Stock tendered under the Offers will constitute a binding agreement between the tendering holder of shares of Preferred Stock and the Offeror upon the terms and conditions of the Offers.

Section 4. Withdrawal Rights.

Holders of shares of Preferred Stock may withdraw shares of Preferred Stock tendered into the Offers at any time prior to the Expiration Date. Thereafter, except as described in the following sentence, such tenders are irrevocable. Holders of shares of Preferred Stock may also withdraw their shares of Preferred Stock if the Offeror has not accepted the shares of Preferred Stock for purchase after the expiration of forty business days from the commencement of the Offers.

For a withdrawal to be effective, the Depositary must receive, prior to the Expiration Date, a written notice of withdrawal at the Depositary’s address set forth on the back page of this Offer to Purchase, or a properly transmitted “Request Message” through ATOP. Any such notice of withdrawal must specify the name of the tendering holder of the shares of Preferred Stock, the number of shares of Preferred Stock that the holder wishes to withdraw and the name of the registered holder of the shares of Preferred Stock.

Any notice of withdrawal must also specify the name and the number of the account at DTC to be credited with the withdrawn shares of Preferred Stock and must otherwise comply with DTC’s procedures. The Offeror will determine all questions as to the form and validity (including the time of receipt) of any notice of withdrawal, in its sole discretion, and such determination will be final and binding, subject to a holder’s right to challenge the Offeror’s determination in a court of competent jurisdiction. None of the Offeror, the Company, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give this notification.

A holder of shares of Preferred Stock may not rescind a withdrawal and any shares of Preferred Stock that a holder of shares of Preferred Stock validly withdraws will not be validly tendered for purposes of the Offers, unless the holder of shares of Preferred Stock validly retenders the withdrawn shares of Preferred Stock before the Expiration Date by following one of the procedures described in Section 3.

Section 5. Purchase of Shares of Preferred Stock and Payment of Purchase Price.

Upon the terms and subject to the conditions of the Offers, on the Settlement Date, the Offeror will accept for purchase any and all validly tendered and not validly withdrawn shares of Preferred Stock.

For purposes of the Offers, the Offeror will be deemed to have accepted for purchase, and therefore purchased, the shares of Preferred Stock that are validly tendered and are not validly withdrawn, only when, as and if it gives oral or written notice to the Depositary of its acceptance of the shares of Preferred Stock for purchase under the Offers.

Upon the terms and subject to the conditions of the Offers, the Offeror will pay for the shares of Preferred Stock that it purchases under the Offers by depositing the aggregate purchase price for such shares of Preferred Stock, plus Accrued Dividends for such shares of Preferred Stock, with the Depositary, who will transmit payment to the tendering holders of the shares of Preferred Stock.

The Offeror will pay all stock transfer taxes, if any, payable on the transfer to it of shares of Preferred Stock purchased under the Offers. If, however, payment of the purchase price is to be made to any person other than the registered holder, or tendered shares of Preferred Stock are registered in the name of any person other than the person signing the Letter of Transmittal, then the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be the responsibility of the registered shareholder and satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, may need to be submitted. See Instruction 6 of the Letter of Transmittal.

If the Offers expire or terminate and any of the shares of Preferred Stock have not been accepted for purchase by the Offeror following the expiration or termination of the Offers, the holder of shares of Preferred Stock that were not accepted for purchase will continue to own those shares of Preferred Stock. The Depositary will promptly credit those shares of Preferred Stock to the appropriate account maintained by the tendering holder of shares of Preferred Stock at DTC without expense to the holder of the shares of Preferred Stock or, for shares of Preferred Stock held in certificated form, will promptly return the certificates of shares of Preferred Stock to the respective holder thereof.

Section 6. Conditions of the Offers.

Notwithstanding any other provision of the Offers, the Offeror will not be required to accept for purchase, purchase or pay for any shares of Preferred Stock tendered, and may terminate or amend the Offers or may postpone the acceptance for purchase of, or the purchase of and the payment for shares of Preferred Stock tendered, subject to Rule 13e-4(f) under the Exchange Act, if, at any time on or after the date hereof and before the Expiration Date, any of the following conditions has not been satisfied (or shall have been reasonably determined by the Offeror to have not been satisfied):

•        No government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, has threatened or instituted any, and there is no pending, action, proceeding or investigation (whether formal or informal) before any court, authority, agency or tribunal that directly or indirectly challenges the making of the Offers, the acquisition of some or all of the shares of Preferred Stock under the Offers or otherwise relates in any manner to the Offers or is, or is reasonably likely to be, in the Offeror’s reasonable judgment, materially adverse to the business, operations, properties, condition, assets, liabilities or prospects of either the Offeror or the Company, or which would or might, in the Offeror’s reasonable judgment, prohibit, prevent, restrict or delay settlement of the Offers or the Redemption or Reverse Stock Split or materially impair the contemplated benefits to the Offeror or the Company of the Offers.

•        No court or any authority, agency, tribunal or other body has taken any action or threatened or instituted any action, or withheld any approval, or adopted, approved, threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offers or the Offeror any statute, rule, regulation, judgment, order or injunction that, in the Offeror’s reasonable judgment, would or might, directly or indirectly:

•        make the acceptance for purchase of, or payment for, some or all of the shares of Preferred Stock illegal or otherwise restrict or prohibit completion of the Offers;

•        delay or restrict the ability of the Offeror, or render the Offeror unable, to accept for purchase or pay for some or all of the shares of Preferred Stock; or

•        delay or restrict or make infeasible the Redemption or Reverse Stock Split.

•        In the Offeror’s reasonable judgment, none of the following has occurred:

•        any general suspension of trading in, or the imposition of any general trading curb or general minimum or maximum price limits on prices for, trading in securities on any U.S. national securities exchange or in the over-the-counter market;

•        the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;

•        the commencement of any war, armed hostilities or other international calamity, including any act of terrorism, on or after the date of this Offer to Purchase, in or involving the United States, or the material escalation of any such armed hostilities which had commenced before the date of this Offer to Purchase, in each case, which is reasonably likely to have a material adverse effect on the Company or on the Offeror’s ability to complete the Offers;

•        any limitation, whether or not mandatory, imposed by any governmental, regulatory, self-regulatory or administrative authority, tribunal or other body, or any other event, that could materially affect the extension of credit by banks or other lending institutions in the United States;

•        any change in tax law that would materially change the tax consequences of the Offers; or

•        any change or changes have occurred in the business, condition (financial or otherwise), income, operations, property or prospects of the Company or any of its subsidiaries that could have a material adverse effect on the Company and its subsidiaries, taken as a whole.

The foregoing conditions are for the sole benefit of the Offeror and may be asserted by the Offeror, regardless of the circumstances giving rise to any such condition not being satisfied (other than any actions or inactions of the Offeror). The Offeror reserves the right, in its sole discretion, to waive any and all of the foregoing conditions, in whole or in part, at any time and from time to time, before the Expiration Date. The Offeror’s failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of these rights, and each of these rights shall be deemed an ongoing right that may be asserted at any time and from time to time prior to the Expiration Date. In certain circumstances, if the Offeror waives any of the conditions described above, the Offeror may be required to extend the Offers and, if the condition is material, the Offeror will promptly disclose its decision whether or not to waive such condition. See Section 15. Any determination by the Offeror concerning the events described in this section will be final and binding upon all persons; provided, however, holders are not foreclosed from challenging such determination in a court of competent jurisdiction.

Notwithstanding the foregoing, in the event that one or more events described above occurs before the Expiration Date, the Offeror will promptly notify the holders of shares of Preferred Stock of the Offeror’s determination as to whether to (i) waive or modify, in whole or in part, the condition and continue the Offers or (ii) terminate the Offers. Any determination or judgment by the Offeror concerning the events described above will be final and binding on all parties, subject to a holder’s right to challenge the Offeror’s determination in a court of competent jurisdiction.

Section 7. Historical Price Range of the Shares of Preferred Stock.

The shares of Preferred Stock are not listed on any securities exchange or in any automated quotation system. Therefore, no trading market for the shares of Preferred Stock has been established and no price history is available.

Section 8. Source and Amount of Funds.

If the Offer is fully subscribed, the Offeror will pay $4,167,430, plus Accrued Dividends, for the shares of Preferred Stock purchased pursuant to the Offers. The Offeror intends to pay the consideration payable by it pursuant to the Offers with cash on hand from an equity contribution from BHE. The Offeror intends to pay certain fees and expenses incurred by it in connection with the Offers with cash on hand, and the Company intends to pay certain other fees and expenses incurred in connection with the Offers with cash on hand.

Section 9. Certain Information Concerning the Company.

The Company, an indirect wholly owned subsidiary of BHE, is a U.S. regulated electric utility company headquartered in Oregon that serves retail electric customers in portions of Utah, Oregon, Wyoming, Washington, Idaho and California. Based in Portland, Oregon, the Company was incorporated in Oregon in 1989.

The mailing address and telephone number of the Company’s principal executive offices are 825 N.E. Multnomah Street, Suite 2000, Portland, Oregon 97232 and (888) 221-7070.

Additional Information.    The Company files annual, quarterly and current reports, and other information with the SEC. You can read these SEC filings at the SEC’s website at http://www.sec.gov. You may also read these SEC filings and other information on the Company’s website at https://www.pacificorp.com. The Company’s website also

includes other information about the Company and certain of its subsidiaries. Except for the documents specifically incorporated by reference into this Offer to Purchase, information contained on the Company’s website or that can be accessed through the Company’s website does not constitute part of this Offer to Purchase.

Incorporation by Reference.    The SEC allows the Company to “incorporate by reference” the information the Company files with the SEC, which means that the Company can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this Offer to Purchase. The Company makes some of its filings with the SEC on a combined basis with BHE and certain of BHE’s other subsidiaries. The Company’s combined filings with the SEC represent separate filings by each of the Company, BHE, and BHE’s other subsidiaries. The Offeror incorporates by reference the documents listed below (other than any portions of the documents not deemed to be filed and those portions of filings that relate to BHE and BHE’s other subsidiaries, each as a separate registrant):

•        the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023;

•        the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, June 30, 2024, and September 30, 2024; and

•        the Company’s Current Reports on Form 8-K, filed with the SEC on January 5, 2024, June 3, 2024, June 24, 2024, September 27, 2024, and December 16, 2024.

Any statement contained herein or contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Offer to Purchase to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offer to Purchase.

Please note that the Schedule TO to which this Offer to Purchase relates does not permit forward “incorporation by reference.” If a material change occurs in the information set forth in this Offer to Purchase, the Offeror will amend the Schedule TO accordingly.

The Offeror will provide without charge to each person receiving a copy of this Offer to Purchase, upon the request of such person, a copy of any or all of the documents incorporated by reference herein, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents). Requests for such documents should be directed to the Information Agent.

Section 10. Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares of Preferred Stock.

As of the date hereof, there are 5,930 shares of 6.00% Preferred Stock and 18,046 shares of 7.00% Preferred Stock issued and outstanding.

Neither the Offeror, the Company nor, to the best of the Offeror’s and the Company’s knowledge, any of their respective executive officers or directors or any associates or majority-owned subsidiaries of the Offeror or the Company, beneficially owns any of the shares of Preferred Stock.

Based on the Offeror’s and the Company’s respective records and on information provided to each of the Offeror and the Company by its respective executive officers, directors, affiliates and subsidiaries, neither the Offeror, the Company nor any of their respective affiliates or subsidiaries nor, to the best of the Offeror’s and the Company’s knowledge, any of the Offeror’s or the Company’s or its respective subsidiaries’ directors or executive officers, nor any associates or subsidiaries of any of the foregoing, have effected any transactions involving the shares of Preferred Stock during the sixty days prior to the date of this Offer to Purchase.

The terms of the shares of Preferred Stock are governed by (i) the Fourth Restated Articles of Incorporation of PacifiCorp, and (ii) the Bylaws of PacifiCorp.

Except as otherwise described in this Offer to Purchase, none of the Offeror, the Company, and to the best of the Offeror’s and the Company’s knowledge, any of their respective affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offers or with respect to any of the shares of Preferred Stock, including, but not limited to, any contract,

arrangement, understanding or relationship concerning the transfer or the voting of securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations.

Section 11. Effects of the Offers on the Market for the Shares of Preferred Stock.

All of the shares of Preferred Stock purchased by the Offeror in the Offers will be held by the Offeror and not resold or traded.

If the Offers are completed, the number of shares of Preferred Stock that are available to be traded will be reduced (possibly to zero). Depending on the amount of shares of Preferred Stock validly tendered and not validly withdrawn that are accepted for purchase in the Offers, any trading market for the shares of Preferred Stock that remain outstanding after the Offers may be more limited. A reduced trading volume for the shares of Preferred Stock may decrease their respective trading prices and increase the volatility of the respective trading prices, if any, of the shares of Preferred Stock that remain outstanding following the completion of the Offers.

From time to time after the tenth business day following the Expiration Date or other termination of the Offers, to the extent permitted by applicable law, the Offeror or the Company or their respective affiliates may acquire the shares of Preferred Stock that remain held by holders other than the Offeror, whether or not the Offers settle, through open market purchases or privately negotiated transactions, one or more additional tender or exchange offers or otherwise, upon such terms and at such prices as may be determined, which may be more or less than the value of the consideration paid pursuant to the Offers, and could be paid in cash or other consideration, although neither the Offeror nor the Company is under any obligations to do so.

If the Offeror accepts for purchase at least the Redemption Percentage of the outstanding shares of Preferred Stock in the Offers, the Offeror would hold the requisite voting power to approve the Redemption Amendment. If the Offeror accepts for purchase at least the Redemption Percentage, the Company plans to seek the approval of shareholders for the Redemption Amendment which approval would be within the control of the Offeror. Upon approval of the Redemption Amendment, the Company intends to redeem the remaining outstanding shares of Preferred Stock, including those acquired by the Offeror in the Offers.

If the Offeror accepts for purchase the Reverse Split Percentage of the outstanding shares of Preferred Stock in the Offers, the Offeror would hold the requisite voting power to approve the Reverse Split Amendment. If the Offeror accepts for purchase the Reverse Split Percentage, the Company plans to seek the approval of shareholders for the Reverse Split Amendment which approval would be within the control of the Offeror. Upon approval of the Reverse Split Amendment, the Company intends to conduct a reverse stock split of the shares of Preferred Stock using a ratio sufficient to result in each holder of shares of Preferred Stock, other than the Offeror, receiving cash in lieu of fractional shares of Preferred Stock.

There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Offeror or the Company may pursue. Whether the Offeror or the Company makes additional acquisitions of shares of Preferred Stock in the future will depend on many factors, including, without limitation, the business and market conditions at the time, including the price of the shares of Preferred Stock, and such other factors as the Offeror or the Company or their respective affiliates may consider relevant.

Section 12. Legal Matters; Regulatory Approvals.

Neither the Offeror nor the Company is aware of any license or regulatory permit that appears material to the Company’s business that might be adversely affected by the Offeror’s acquisition of shares of Preferred Stock as contemplated by the Offers. Neither the Offeror nor the Company is aware of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for the acquisition of shares of Preferred Stock by the Offeror as contemplated by the Offers other than those that have been obtained. Should any approval or other action be required, the Offeror presently contemplates that it will seek that approval or other action. The Offeror is unable to predict whether it will be required to delay the acceptance for purchase of or payment for shares of Preferred Stock tendered under the Offers pending the outcome of any such matter. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result

in adverse consequences to the Company’s business, results of operations and/or financial condition. The obligations of the Offeror under the Offers to accept for purchase and pay for shares of Preferred Stock is subject to conditions. See Section 6.

Section 13. Certain U.S. Federal Income Tax Consequences.

The following is a summary of certain U.S. federal income tax consequences relating to the Offers to tendering U.S. Holders and Non-U.S. Holders. Additionally, the following provides a summary of certain U.S. federal income tax consequences relating to (i) the Redemption pursuant to the Redemption Amendment, or (2) the Reverse Stock Split pursuant to the Reverse Split Amendment, in each case with respect to holders of Preferred Stock whose shares are not tendered pursuant to the Offers. This summary is included for general information only and does not address every aspect of the income or other tax laws that may be relevant to holders in light of their personal circumstances or that may be relevant to certain types of investors subject to special treatment under U.S. federal income tax laws (for example, financial institutions, former citizens or residents of the U.S., tax-exempt organizations, insurance companies, real estate investment trusts, regulated investment companies, persons that are broker-dealers, traders in securities who elect the mark to market method of accounting for their securities, U.S. Holders that have a functional currency other than the U.S. dollar, controlled foreign corporations, passive foreign investment companies, corporations that accumulate earnings to avoid U.S. federal income tax, investors in partnerships or other pass-through entities or persons subject to special tax accounting rules as a result of any item of gross income with respect to the bonds being taken into account in an applicable financial statement). In addition, this summary does not address the effect of any U.S. federal alternative minimum tax, the Medicare tax on net investment income, or any state, local or foreign tax laws that may be applicable to a particular holder and does not consider any aspects of U.S. federal tax law other than income taxation (such as estate or gift taxes). This discussion is limited to holders who hold their shares of Preferred Stock as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”) and not as part of a straddle, hedging, integrated, conversion or constructive sale transaction, or as part of a “synthetic security” or other similar financial transaction.

Furthermore, this summary is based upon provisions of the Code, the legislative history thereof, existing and proposed U.S. Treasury (“Treasury”) regulations, administrative rulings and judicial decisions, all as of the date hereof. Such authorities may be repealed, revoked or modified (including changes in effective dates, and possibly with retroactive effect) so as to result in U.S. federal income tax consequences different from those discussed below. We have not sought and will not seek any rulings from the U.S. Internal Revenue Service (“IRS”) with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the matters discussed below or that any such position would not be sustained. Persons considering the Offers, Redemption, or Reverse Stock Split should consult their tax advisors concerning the U.S. federal tax consequences thereof in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

For purposes of the following discussion, a “U.S. Holder” means a beneficial owner of shares of Preferred Stock that is, for U.S. federal income tax purposes:

•        An individual citizen or resident of the U.S.;

•        A corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;

•        An estate, the income of which is subject to the U.S. federal income tax regardless of source; or

•        A trust, if (a) a court within the U.S. is able to exercise primary supervision over administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust or (b) it has a valid election in effect under applicable Treasury regulations to be treated as a domestic trust.

For purposes of the following discussion, a “Non-U.S. Holder” means a beneficial owner of shares of Preferred Stock (other than a partnership or an entity or arrangement classified as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder.

If a partnership or an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares of Preferred Stock, the U.S. federal income tax treatment of a partner or an equity interest owner of such other entity generally will depend upon the status of the partner or owner and the activities of the partnership or other

entity. If you are a partner of a partnership or an equity interest owner of another entity or arrangement treated as a partnership holding shares of Preferred Stock, you should consult your tax advisor regarding the U.S. federal income tax consequences of the Offers, Redemption, and Reverse Stock Split.

Tax Consequences to Holders of Preferred Stock Who Participate in the Offers

U.S. Holders

A sale of shares of Preferred Stock for cash pursuant to the Offers will generally be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder who tendered shares of Preferred Stock that are accepted for purchase pursuant to an Offer will generally recognize gain or loss equal to the difference between (1) the amount of cash received on the sale, and (2) such U.S. Holder’s adjusted tax basis in the tendered shares of Preferred Stock. A U.S. Holder’s adjusted tax basis generally will equal the amount paid to acquire the shares of Preferred Stock tendered in the Offer, less any prior distributions treated as a return of capital. Gain or loss recognized by a U.S. Holder in respect of the sale generally will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder has held the shares of Preferred Stock for more than one year at the time of the sale. Long-term capital gains of certain noncorporate U.S. Holders generally are entitled to reduced rates of taxation. The deductibility of capital losses is subject to limitations. For U.S. Holders that acquired shares of Preferred Stock at different times or different purchase prices, gain or loss will be determined separately for each block of shares (that is, shares acquired at the same cost in a single transaction) tendered pursuant to the Offers.

Non-U.S. Holders

Subject to the discussion below concerning effectively connected income and FATCA (as defined below) and the discussion under the heading “Information Reporting and Backup Withholding” below, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain realized on the sale of shares of Preferred Stock pursuant to either of the Offers, unless:

•        the shares of Preferred Stock that are exchanged constitute a “U.S. real property interest” by reason of both the Company’s status as a USRPHC (as defined below) for U.S. federal income tax purposes at any time during the shorter of the five-year period preceding the disposition of the shares of Preferred Stock or the period that the Non-U.S. Holder owned the shares of Preferred Stock and the Non-U.S. Holder satisfying certain ownership requirements;

•        the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, and, if certain tax treaties apply, is attributable to a permanent establishment or fixed base within the United States; or

•        the Non-U.S. Holder is a non-resident alien individual who is present in the United States for a period or periods aggregating 183 or more days in the taxable year of the sale and certain other conditions are met.

With respect to the first bullet above, generally, a corporation is a “US real property holding corporation” (“USRPHC”) for U.S. federal income tax purposes if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. Although there can be no assurance, the Offeror does not believe that the Company currently is, or has been during the applicable period, a USRPHC.

For any Non-U.S. Holder described in the second bullet above, that income or gain will generally be subject to tax in the same manner as income or gain realized by a U.S. Holder, subject to an applicable tax treaty providing otherwise. In that event, the Non-U.S. Holder should consult their tax advisor with respect to other U.S. tax consequences of disposing of shares of Preferred Stock pursuant to either of the Offers, including, if the Non-U.S. Holder is a foreign corporation, the possible imposition of a branch profits tax on the Non-U.S. Holder’s effectively connected earnings and profits at a rate of 30% (or a lower applicable treaty rate).

For any Non-U.S. Holder described in the third bullet above, such Non-U.S. Holder will be subject to a flat 30% U.S. federal income tax on the gain derived from the sale or a lower rate if so specified by an applicable income tax treaty, which may be offset by U.S. source capital losses, subject to certain limitations.

Tax Consequences to Holders of Preferred Stock Who Do Not Participate in the Offers

As described in Section 2 above, holders of Preferred Stock who do not participate in the Offers may (i) have their shares of Preferred Stock redeemed by the Company, or (ii) be subject to the Reverse Stock Split. Certain U.S. federal income tax considerations related to the Redemption or the Reverse Stock Split are discussed below.

Tax Consequences Related to the Potential Redemption of the Preferred Stock

Tax Consequences to U.S. Holders

Sale or Exchange Treatment.    Under Section 302 of the Code, the Redemption will generally be treated as a “sale or exchange” of shares for U.S. federal income tax purposes, rather than as a distribution with respect to the shares held by the U.S. Holder, if the Redemption:

•        results in a “complete termination” of such U.S. Holder’s equity interest in the Company,

•        is “substantially disproportionate” with respect to the U.S. Holder, or

•        is “not essentially equivalent to a dividend” with respect to the U.S. Holder.

The Redemption will generally result in a “complete termination” if, after the Redemption, either (i) the U.S. Holder no longer owns any of the Company’s outstanding preferred or common shares (either actually or constructively), or (ii) the U.S. Holder no longer actually owns any of the Company’s outstanding preferred or common shares and, with respect to any shares constructively owned, is eligible to waive, and effectively waives, such constructive ownership. U.S. Holders wishing to satisfy the “complete termination” test through waiver of constructive ownership should consult their own tax advisors.

The Redemption generally will be “substantially disproportionate” with respect to a U.S. Holder if immediately after the Redemption, the following three requirements are met: (1) the U.S. Holder owns less than 50% of the combined voting power of all classes of stock in the Company, (2) the U.S. Holder’s percentage ownership of the total outstanding voting stock of the Company immediately after the redemption is less than 80% of the U.S. Holder’s percentage ownership of such voting stock immediately before the Redemption; and (3) the U.S. Holder’s percentage ownership of the total outstanding stock of the Company immediately after the Redemption is less than 80% of the U.S. Holder’s percentage ownership of such stock immediately before the Redemption.

The Redemption will generally satisfy the “not essentially equivalent to a dividend” test with respect to a U.S. Holder if it results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in the Company. Whether a U.S. Holder of shares of Preferred Stock meets this test will depend on the U.S. Holder’s particular facts and circumstances, as well as the relative percentage of shares of Preferred Stock redeemed and each of the other U.S. Holders of shares of Preferred Stock.

U.S. Holders should consult their own tax advisors regarding the application of the foregoing standard to their particular facts and circumstances.

As noted above, in applying the foregoing Section 302 tests, a U.S. Holder must take into account not only preferred and common shares that such U.S. Holder actually owns, but also shares that such U.S. Holder is treated as owning under constructive ownership rules. Generally, under Section 318 of the Code, a U.S. Holder may constructively own shares actually owned, and in some cases constructively owned, by certain related individuals and entities as well as shares that a U.S. Holder has the right to acquire by exercise of an option or warrant or by conversion or exchange of a security.

Contemporaneous dispositions or acquisitions of preferred or common shares by a U.S. Holder or a related person may be deemed to be part of a single integrated transaction and, if so, may be taken into account in determining whether either of the Section 302 tests described above is satisfied. A U.S. Holder should consult its own tax advisor regarding the treatment of other dispositions or acquisitions of shares that may be integrated with the Redemption.

If a U.S. Holder satisfies any of the Section 302 tests described above, the U.S. Holder will generally recognize gain or loss equal to the difference between (1) the amount of cash received (including cash received that is attributable to accrued but undeclared dividends, but excluding cash attributable to declared but unpaid dividends, which would be taxable in the manner described below under “— Distribution Treatment”), and (2) such U.S. Holder’s adjusted

tax basis in the shares of Preferred Stock redeemed. A U.S. Holder’s adjusted tax basis generally will equal the amount paid to acquire the shares of Preferred Stock redeemed, less any prior distributions treated as a return of capital. Gain or loss recognized by a U.S. Holder in respect of the Redemption generally will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder has held shares of Preferred Stock for more than one year at the time of the Redemption. Long-term capital gains of certain noncorporate U.S. Holders generally are entitled to reduced rates of taxation. The deductibility of capital losses is subject to limitations. For U.S. Holders that acquired shares of Preferred Stock at different times or different purchase prices, gain or loss will be determined separately for each block of shares (that is, shares acquired at the same cost in a single transaction) redeemed.

Distribution Treatment.    If a U.S. Holder does not satisfy any of the Section 302 tests described above, the Redemption will not be treated as a sale or exchange under Section 302 with respect to such U.S. Holder. Instead, the entire amount of cash received by such U.S. Holder pursuant to the Redemption will be treated as a distribution to the U.S. Holder with respect to such U.S. Holder’s remaining shares. The distribution will be treated as a dividend to the extent of the U.S. Holder’s share of the Company’s current and accumulated earnings and profits, as determined under U.S. federal income tax principles. The amount of any distribution in excess of the Company’s current and accumulated earnings and profits will be treated as a return of capital to the extent of the U.S. Holder’s adjusted tax basis in the remaining shares with respect to which the distribution is deemed received, and any remainder will be treated as capital gain. Any such capital gain will be long-term capital gain if the U.S. Holder has held the shares of Preferred Stock for more than one year as of the date of the Redemption.

Any distribution treated as a dividend will generally constitute “qualified dividend income” that is subject to taxation at a maximum rate of 20% for non-corporate U.S. Holders provided certain holding period requirements are met. A dividend received by a corporate U.S. Holder may be (i) eligible for a dividends-received deduction (subject to applicable exceptions and limitations) and (ii) subject to the “extraordinary dividend” provisions of Section 1059 of the Code. Corporate U.S. Holders should consult their own tax advisors regarding (i) whether a dividends-received deduction will be available to them, and (ii) the application of Section 1059 of the Code to the ownership and disposition of their shares of Preferred Stock.

Any portion of the Redemption which is treated as a dividend will be taxed in its entirety, without reduction for the U.S. Holder’s tax basis of the shares of Preferred Stock redeemed.

Tax Consequences to Non-U.S. Holders

Whether the payment of the cash consideration to a Non-U.S. Holder pursuant to the Redemption will be treated as a sale or exchange of Preferred Stock or as a distribution will depend on whether the Redemption satisfies one of the three Section 302 tests described above under “Tax Consequences Related to the Potential Redemption of the Preferred Stock — Tax Consequences to U.S. Holders — Sale or Exchange Treatment.”

Sale or Exchange Treatment.    Subject to the discussion below concerning effectively connected income and FATCA (as defined below) and the discussion under the heading “Information Reporting and Backup Withholding” below, a Non-U.S. Holder that satisfies any of the Section 302 tests described above generally will not be subject to U.S. federal income tax on any gain realized on the Redemption (except to the extent of any cash attributable to declared but unpaid dividends, which would be treated as a distribution that is subject to the rules set forth below), unless:

•        the shares of Preferred Stock that are exchanged constitute a “U.S. real property interest” by reason of both the Company’s status as a USRPHC for U.S. federal income tax purposes at any time during the shorter of the five-year period preceding the disposition of the shares of Preferred Stock or the period that the Non-U.S. Holder owned the shares of Preferred Stock and the Non-U.S. Holder satisfying certain ownership requirements;

•        the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, and, if certain tax treaties apply, is attributable to a permanent establishment or fixed base within the United States; or

•        the Non-U.S. Holder is a non-resident alien individual who is present in the United States for a period or periods aggregating 183 or more days in the taxable year of the sale and certain other conditions are met.

With respect to the first bullet above, as explained above, although there can be no assurance, the Offeror does not believe that the Company is, or has been during the applicable period, a USRPHC.

For any Non-U.S. Holder described in the second bullet above, that income or gain will generally be subject to tax in the same manner as income or gain realized by a U.S. Holder (see discussion under “— Tax Consequences to U.S. Holders — Sale or Exchange Treatment”), subject to an applicable tax treaty providing otherwise. In that event, the Non-U.S. Holder should consult their tax advisor with respect to other U.S. tax consequences of disposing of shares of Preferred Stock pursuant to either of the Offers, including, if the Non-U.S. Holder is a foreign corporation, the possible imposition of a branch profits tax on the Non-U.S. Holder’s effectively connected earnings and profits at a rate of 30% (or a lower applicable treaty rate).

For any Non-U.S. Holder described in the third bullet above, such Non-U.S. Holder will be subject to a flat 30% U.S. federal income tax on the gain derived from the sale or a lower rate if so specified by an applicable income tax treaty, which may be offset by U.S. source capital losses, subject to certain limitations.

Although a Non-U.S. Holder may satisfy one of the Section 302 tests described above, if a broker or other paying agent is unable to determine whether sale or exchange treatment should apply to such Non-U.S. Holder, such paying agent may be required to report the transaction as resulting in a distribution for U.S. federal income tax purposes that is made out of the Company’s current or accumulated earnings and profits and withhold tax at a 30% rate on the full amount you receive, as described below under “— Distribution Treatment”. In that case, a Non-U.S. Holder may be eligible to obtain a refund of all or a portion of any tax withheld if such Non-U.S. Holder satisfies one of the Section 302 tests described above. Backup withholding generally will not apply to amounts subject to the withholding tax described below.

Distribution Treatment.    If a Non-U.S. Holder does not satisfy any of the Section 302 tests described above, the full amount such Non-U.S. Holder receives will be treated as a distribution with respect to such holder’s shares of Preferred Stock. The treatment, for U.S. federal income tax purposes, of such distribution as a dividend, tax-free return of capital, or gain from the sale of shares of Preferred Stock will be determined in the manner described above for U.S. Holders (see discussion under “— Tax Consequences to U.S. Holders — Distribution Treatment”). Subject to the discussion below concerning effectively connected income, to the extent that amounts a Non-U.S. Holder receives are treated as dividends, such dividends will be subject to U.S. federal withholding tax at a rate of 30%, or a lower rate specified in an applicable tax treaty. To obtain a reduced rate of withholding under a tax treaty, the Non-U.S. Holder must provide a properly executed IRS Form W-8BEN or W-8BEN-E certifying, under penalties of perjury, that such Non-U.S. Holder is a non-U.S. person and that the dividends are subject to a reduced rate of withholding under an applicable tax treaty.

If income or gain on the shares of Preferred Stock is effectively connected with the conduct of a trade or business in the United States (and, if required by an applicable tax treaty, is attributable to a permanent establishment in the United States), (i) that income or gain, although exempt from the withholding tax referred to above, will generally be subject to tax in the same manner as income or gain realized by a U.S. Holder (see discussion under “— Tax Consequences to U.S. Holders — Sale or Exchange Treatment”), subject to an applicable tax treaty providing otherwise, and (ii) each Non-U.S. Holder will generally be required to provide a properly executed IRS Form W-8ECI (or other appropriate form) in order to receive payments free of withholding. In that event, Non-U.S. Holders should consult their respective tax advisors with respect to other U.S. tax consequences of the Redemption, including, if a Non-U.S. Holder is a foreign corporation, the possible imposition of a branch profits tax on such Non-U.S. Holder’s effectively connected earnings and profits at a rate of 30% (or a lower applicable treaty rate).

Tax Consequences Related to the Potential Reverse Stock Split

Tax Consequences to U.S. Holders

In general, the Reverse Stock Split is intended to qualify as a “reorganization” under Section 368(a) of the Code that should constitute a “recapitalization” for U.S. federal income tax purposes. Assuming the Reverse Stock Split so qualifies, no gain or loss should be recognized by a U.S. Holder upon the exchange of shares of Preferred Stock for a lesser number of shares of Preferred Stock, based upon the reverse stock split ratio, except to the extent of any cash received in lieu of a fractional share of Preferred Stock (as discussed below). A U.S. Holder’s aggregate tax basis in the lesser number of shares of Preferred Stock received in the Reverse Stock Split will be the same as such holder’s aggregate tax basis in the shares of Preferred Stock that such holder owned prior to the Reverse Stock Split.

The holding period for the Preferred Stock received in the Reverse Stock Split will include the period during which a U.S. Holder held the shares of Preferred Stock that were surrendered in the Reverse Stock Split. Treasury regulations provide detailed rules for allocating the tax basis and holding period of the shares of Preferred Stock surrendered to the shares of Preferred Stock received pursuant to the Reverse Stock Split. U.S. Holders of shares of Preferred Stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

Cash Received in Lieu of a Fractional Share of Preferred Stock

In general, whether any cash received in lieu of a fractional share of Preferred Stock by a U.S. Holder pursuant to the Reverse Stock Split will be treated a sale or exchange of Preferred Stock or as a distribution will depend on whether the cash payment satisfies one of the three Section 302 tests described above under “Tax Consequences Related to the Potential Redemption of the Preferred Stock — Tax Consequences to U.S. Holders — Sale or Exchange Treatment.”

Sale or Exchange Treatment.    In general, a U.S. Holder who receives cash in lieu of a fractional share of Preferred Stock pursuant to the Reverse Stock Split, and who satisfies any of the Section 302 tests described above, should be treated for U.S. federal income tax purposes as having received a fractional share pursuant to the Reverse Stock Split and then as having received cash in exchange for the fractional share and should generally recognize capital gain or loss equal to the difference between (1) the amount of cash received and (2) such holder’s adjusted tax basis allocable to the fractional share. Any capital gain or loss will generally be long-term capital gain or loss if the holder’s holding period in the fractional share is greater than one year as of the effective date of the Reverse Stock Split. Long-term capital gains of certain noncorporate U.S. Holders generally are entitled to reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Distribution Treatment.    If a U.S. Holder does not satisfy any of the Section 302 tests described above, the cash payment such U.S. Holder receives in lieu of a fractional share of Preferred Stock will be treated as a distribution with respect to such U.S. Holder’s shares of Preferred Stock. The treatment, for U.S. federal income tax purposes, of such distribution as a dividend, tax-free return of capital, or gain from the sale of shares of Preferred Stock will be determined in the manner described above under “Tax Consequences Related to the Potential Redemption of the Preferred Stock — Tax Consequences to U.S. Holders — Distribution Treatment”).

U.S. Holders should consult their own tax advisors regarding the tax effects to them of receiving cash in lieu of fractional shares based on their particular circumstances.

Tax Consequences to Non-U.S. Holders

In general, and as described above, the Reverse Stock Split is intended to qualify as a “reorganization” under Section 368(a) of the Code that should constitute a “recapitalization” for U.S. federal income tax purposes. Assuming the Reverse Stock Split so qualifies, the Reverse Stock Split generally will not be taxable to a Non-U.S. Holder, as discussed above generally under the heading “— Tax Consequences Related to the Potential Reverse Stock Split — Tax Consequences to U.S. Holders.”

Cash Received in Lieu of a Fractional Share of Preferred Stock

Whether the cash received in lieu of a fractional share of Preferred Stock by a Non-U.S. Holder pursuant to the Reverse Stock Split will be treated a sale or exchange of Preferred Stock or as a distribution will depend on whether the cash payment satisfies one of the three Section 302 tests described above under “Tax Consequences Related to the Potential Redemption of the Preferred Stock — Tax Consequences to U.S. Holders — Sale or Exchange Treatment.”

Sale or Exchange Treatment.    On the receipt of cash in lieu of a fractional share by a Non-U.S. Holder who satisfies any of the Section 302 tests described above, any gain realized will generally be subject to tax in the same manner as under “Tax Consequences Related to the Potential Redemption of the Preferred Stock — Tax Consequences to Non-U.S. Holders — Sale or Exchange Treatment.”

Distribution Treatment.    If a Non-U.S. Holder does not satisfy any of the Section 302 tests described above, the cash payment such Non-U.S. Holder receives in lieu of a fractional share of Preferred Stock will be treated as a distribution with respect to such Non-U.S. Holder’s shares of Preferred Stock. For U.S. federal income tax purposes, such distribution will generally be subject to tax in the same manner as under “Tax Consequences Related to the Potential Redemption of the Preferred Stock — Tax Consequences to Non-U.S. Holders — Distribution Treatment.”

Non-U.S. Holders should consult their own tax advisors regarding the tax consequences of the Reverse Stock Split, including the effects to a Non-U.S. Holder of receiving cash in lieu of fractional shares.

Foreign Accounts Tax Compliance Act

Under Sections 1471 to 1474 of the Code, Treasury regulations promulgated thereunder and applicable administrative guidance (collectively, “FATCA”), U.S. withholding tax may also apply to certain types of payments made to “foreign financial institutions,” as defined under such rules, and certain other non-U.S. entities. FATCA imposes a 30% withholding tax on (subject to the proposed Treasury regulations discussed below) the gross proceeds from sales pursuant to the Offers, the Redemption, and the Reverse Stock Split, as well as the distributions paid to a foreign financial institution unless the foreign financial institution enters into an agreement with the Treasury and complies with the reporting and withholding requirements thereunder or, in the case of a foreign financial institution in a jurisdiction that has entered into an intergovernmental agreement with the U.S., complies with the requirements of such agreement. In addition, FATCA imposes a 30% withholding tax on the same types of payments to a non-financial foreign entity unless the entity certifies that it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner. Proposed Treasury regulations eliminate withholding under FATCA on payments of gross proceeds. Taxpayers may rely on these proposed Treasury regulations until final Treasury regulations are issued. An applicable intergovernmental agreement regarding FATCA between the U.S. and a foreign jurisdiction may modify the rules discussed in this paragraph. Prospective investors should consult their tax advisors regarding FATCA.

Information Reporting and Backup Withholding

Payments made to holders of Preferred Stock pursuant to the Offers, the Redemption, or the Reverse Stock Split, may be subject to U.S. information reporting and may also be subject to U.S. federal backup withholding if the recipient of the payment fails to supply an accurate taxpayer identification number or otherwise fails to comply with applicable U.S. information reporting and certification requirements. Any amount withheld under the backup withholding rules may be allowable as a refund or credit against the holder’s U.S. federal income tax, provided that the required information is timely furnished to the IRS. Generally, each U.S. Holder should complete and sign an IRS Form W-9 so as to provide the information and certification necessary to avoid backup withholding unless the U.S. Holder otherwise establishes to the satisfaction of the relevant payor that such U.S. Holder is not subject to backup withholding. Certain holders of the shares of Preferred Stock (including, among others, C corporations) are not subject to these backup withholding and reporting requirements. Exempt U.S. Holders should indicate their exempt status on an IRS Form W-9. In order for a Non-U.S. Holder to qualify as an exempt recipient, such holder of the shares of Preferred Stock generally must submit an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8, signed under penalties of perjury, attesting to that Non-U.S. Holder’s non-U.S. status. Holders of the shares of Preferred Stock can obtain other applicable forms from www.irs.gov.

HOLDERS ARE ADVISED TO CONSULT THEIR TAX ADVISORS CONCERNING THE APPLICATION OF THE U.S. FEDERAL TAX LAWS TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION.

Section 14. Accounting Treatment.

There will be no accounting impact to the Company in connection with the Offeror’s purchase of the Preferred Stock. If following the Settlement Date, the Offeror holds 100% of the Preferred Stock, the Offeror may contribute the shares of Preferred Stock to the Company, at which time the carrying value of the shares of Preferred Stock will be removed from the preferred stock account within shareholders’ equity, and the difference between the repurchase price and the carrying value of each share of Preferred Stock repurchased (net of issuance costs) will be recorded as a change to shareholders equity.

Section 15. Extension of the Offers; Termination; Amendment.

The Offeror expressly reserves the right, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 6 shall have occurred or shall be deemed by the Offeror to have occurred, to extend the period of time during which either of the Offers is open and thereby delay acceptance for purchase of, and payment for, any shares of Preferred Stock by giving oral or written notice of the extension to the Depositary and making a public

announcement of the extension. The Offeror also expressly reserves the right to terminate the Offers and not accept for purchase or pay for any shares of Preferred Stock not theretofore accepted for purchase or paid for or, subject to applicable law, to postpone payment for shares of Preferred Stock upon the occurrence of any of the conditions specified in Section 6 by giving oral or written notice of termination or postponement to the Depositary and making a public announcement of termination or postponement. The Offeror’s reservation of these rights to delay payment for shares of Preferred Stock that it has accepted for purchase is limited by Rule 13e-4(f)(5) and Rule 14e-1(c) under the Exchange Act, which requires that the Offeror pay the consideration offered or return the shares of Preferred Stock tendered promptly after termination or withdrawal of the Offers. Subject to compliance with applicable law, the Offeror further reserves the right, regardless of whether any of the events set forth in Section 6 shall have occurred or shall be deemed by the Offeror to have occurred, to amend the Offers in any respect, including, without limitation, by decreasing or increasing the consideration offered in the Offers to holders of shares of Preferred Stock. Amendments to the Offers may be made at any time and from time to time effected by public announcement, the announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. Any public announcement made under the Offers will be disseminated promptly to holders of shares of Preferred Stock in a manner reasonably designed to inform holders of shares of Preferred Stock of the change. Without limiting the manner in which the Offeror may choose to make a public announcement, except as required by applicable law, the Offeror shall have no obligation to publish, advertise or otherwise communicate any public announcement other than by making a press release.

If the Offeror materially changes the terms of either of the Offers or the information concerning the Offers, the Offeror will extend the applicable Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3), 13e-4(f)(1) and 14e-1(b) under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which the Offers must remain open following material changes in the terms of the Offers or information concerning the Offers (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information. If:

•        the Offeror (i) increases or decreases the price to be paid for the shares of Preferred Stock or the Retail Processing Fee for the shares of Preferred Stock or (ii) decreases the number of shares of Preferred Stock being sought in the Offers, and

•        the Offers are scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that the notice of an increase or decrease is first published, sent or given to security holders in the manner specified in this Section 15, the Offers will be extended until the expiration of such ten-business day period.

Section 16. Fees and Expenses.

The Offeror has retained Citigroup Global Markets Inc. to act as the Dealer Manager, Georgeson LLC to act as the Information Agent, Computershare Trust Company, N.A. to act as the Depositary, and Global Bondholder Services Corporation to act as the Special Depositary in connection with the Offers. The Information Agent may contact holders of shares of Preferred Stock by electronic mail, telephone, and in person, and may request brokers, dealers, commercial banks, trust companies and other nominees of shares of Preferred Stock to forward materials relating to the Offers to beneficial owners. The Dealer Manager, the Information Agent, the Depositary and the Special Depositary each will receive reasonable and customary compensation for their respective services and will be reimbursed by the Offeror for specified reasonable out-of-pocket expenses. The Dealer Manager, the Information Agent, the Depositary and the Special Depositary each will be indemnified against certain liabilities in connection with the Offers, including certain liabilities under the U.S. federal securities laws. The Dealer Manager or its affiliates have performed, and may in the future perform, investment banking, financial advisory and commercial services for the Offeror or the Company from time to time, for which it or they have received customary fees and reimbursements of expenses.

Each Retail Processing Dealer that successfully processes tenders from a retail beneficial owner of shares of Preferred Stock will be eligible to receive a Retail Processing Fee from the Offeror equal to $5.00 per share of Preferred Stock validly tendered and not properly withdrawn by or on behalf of such retail beneficial owner and accepted for purchase by the Offeror, except for any shares of Preferred Stock tendered by a Retail Processing Dealer for its own account.

The Retail Processing Fee will only be paid to each Retail Processing Dealer that has sent a signed and completed Retail Processing Dealer Form to the Special Depositary and provided all necessary information. In addition, the Offeror, the Company and the Special Depositary reserve the right to request additional information from any person who submits the Retail Processing Dealer Form in order to validate any Retail Processing Fee payment claims.

Only direct participants in DTC will be eligible to submit a Retail Processing Dealer Form. If you are not a direct participant in DTC, you must instruct the direct participant through which you tender your shares of Preferred Stock to submit a Retail Processing Dealer Form on your behalf.

The Offeror will pay any Retail Processing Fee to each Retail Processing Dealer (including the Dealer Manager acting as Retail Processing Dealer) whose name appears in the Retail Processing Dealer Form provided for that purpose. No such fee, however, will be paid with respect to shares of Preferred Stock tendered, directly or indirectly, by Retail Processing Dealers for their own account and under no circumstances will such fee be remitted, in whole or in part, by a Retail Processing Dealer to the relevant retail beneficial owner of the tendered shares of Preferred Stock. The fees will be paid only if the applicable Offer is consummated and only if the Retail Processing Dealer Form is received by the Special Depositary on or prior to the Expiration Date and will be paid to the Retail Processing Dealers as promptly as practicable after the payment for shares of Preferred Stock under such Offer. Inquiries regarding the Retail Processing Fee may be directed to the Special Depositary.

No person may receive the Retail Processing Fee unless such person (a) is (i) a broker or dealer in securities, including the Dealer Manager in its capacity as a dealer or broker, which is a member of any national securities exchange or of the Financial Industry Regulatory Authority (“FINRA”), (ii) a foreign broker or dealer not eligible for membership in FINRA which agrees to conform to FINRA’s Rules of Fair Practice in processing tenders outside the U.S. to the same extent as though it were a FINRA member or (iii) a bank or trust company legally authorized to receive such fees and (b) covenants and agrees that under no circumstances will such fee be remitted, in whole or in part, to the relevant retail beneficial owner of the tendered shares of Preferred Stock.

Participants in DTC who submit a Retail Processing Dealer Form will be required to undertake to distribute the related Retail Processing Fee to any Retail Processing Dealer on whose behalf the DTC participant has submitted a Retail Processing Dealer Form. Neither the Offeror, the Company, nor the Special Depositary will be responsible for making such distribution or for ensuring that DTC participants make such distribution.

No fees or commissions will be payable by the Offeror or the Company to brokers, dealers, commercial banks, trust companies or other nominees (other than Retail Processing Fees) for soliciting or recommending tenders of shares of Preferred Stock under the Offers. Investors who hold shares of Preferred Stock through brokers, dealers, commercial banks, trust companies or other nominees should consult the brokers, dealers, commercial banks, trust companies or other nominees to determine whether transaction costs are applicable if holders of shares of Preferred Stock tender shares of Preferred Stock through such brokers or banks and not directly to the Depositary. The Offeror, however, upon request, will reimburse brokers, dealers, commercial banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding this Offer to Purchase and the Letter of Transmittal and related materials to the beneficial owners of shares of Preferred Stock held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as an agent of the Offeror, the Company, the Dealer Manager, the Information Agent, the Depositary, or the Special Depositary for purposes of the Offers. The Offeror will pay or cause to be paid all stock transfer taxes, if any, on its purchase of shares of Preferred Stock, except as otherwise provided in this Offer to Purchase and Instruction 6 in the Letter of Transmittal.

Section 17. Miscellaneous.

The Offeror is not aware of any jurisdiction where the making of the Offers is not in compliance with applicable law, provided that the Offeror will comply with the requirements of Rule 13e-4(f)(8) promulgated under the Exchange Act. If the Offeror becomes aware of any jurisdiction where the making of the Offers or the acceptance of shares of Preferred Stock pursuant thereto is not in compliance with applicable law, the Offeror will make a good faith effort to comply with the applicable law. If, after such good faith effort, the Offeror cannot comply with the applicable law, the Offeror will not make the Offers to the holders of shares of Preferred Stock in that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer, the Offers shall be deemed to be made on behalf of the Offeror by one or more registered brokers or dealers licensed under the laws of that jurisdiction.

Pursuant to Rule 13e-4(c)(2) under the Exchange Act, the Offeror has filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the Offers. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 9 with respect to information concerning the Company. Rule 13e-3 under the Exchange Act does not apply because the number of participants who are record holders of the shares of each series of Preferred Stock is fewer than 300. Specifically, the Offeror has been advised by the Depositary that as of December 13, 2024, there were 44 holders of record of the shares of 6.00% Preferred Stock and 109 holders of record of the shares of 7.00% Preferred Stock. In addition, the shares of Preferred Stock are not listed on any national securities exchange.

Each of the Offeror’s and the Company’s Board of Directors has approved the Offers. However, neither the Offeror nor the Company nor their respective Boards of Directors make any recommendation to holders of shares of Preferred Stock as to whether to tender or refrain from tendering their shares of Preferred Stock, and no one has been authorized by the Offeror, the Company or their respective Boards of Directors to make such a recommendation. The Offeror has not authorized any person to give any information or to make any representation in connection with the Offers other than those contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by the Offeror, the Company or the Information Agent.

Exhibit (a)(1)(B)

PPW HOLDINGS LLC

LETTER OF TRANSMITTAL
WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ANY AND ALL OUTSTANDING
6.00% SERIAL PREFERRED STOCK (CUSIP NO. 695114801)
AND
7.00% SERIAL PREFERRED STOCK (CUSIP NO. 695114884)
OF
PACIFICORP
AT A PURCHASE PRICE OF
$155.00 PER SHARE OF 6.00% SERIAL PREFERRED STOCK
AND
$180.00 PER SHARE OF 7.00% SERIAL PREFERRED STOCK
PLUS IN EACH CASE ACCRUED AND UNPAID DIVIDENDS
PURSUANT TO THE OFFER TO PURCHASE, DATED DECEMBER 17, 2024

THE OFFERS (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS FOR EACH SERIES OF PREFERRED STOCK WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 24, 2025, UNLESS PPW HOLDINGS LLC EXTENDS OR EARLIER TERMINATES THE APPLICABLE OFFER (SUCH TIME AND DATE WITH RESPECT TO EACH OFFER, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”).

The Depositary for the Offers is:

Mail or deliver this Letter of Transmittal together with the certificate(s) representing your shares, to:

DESCRIPTION OF PREFERRED STOCK TENDERED

____________

*        Unless otherwise indicated in the column labeled “Number of Shares of Preferred Stock Tendered,” and subject to the terms and conditions of the Offer to Purchase, a holder will be deemed to have tendered the entire number of shares of Preferred Stock indicated in the column labeled “Number of Shares of Preferred Stock Represented.” See Instruction 4.

Delivery of this Letter of Transmittal to an address other than the address set forth above will not constitute a proper delivery. You must deliver this Letter of Transmittal to Computershare Trust Company, N.A., the depositary (the “Depositary”), at the address set forth on the front cover of this Letter of Transmittal. Deliveries to PPW Holdings LLC, PacifiCorp, or Citigroup Global Markets Inc. (the “Dealer Manager”) or any other person or entity will not be forwarded to the Depositary and, therefore, will not constitute proper delivery to the Depositary. Delivery of this Letter of Transmittal and any other required documents to the book-entry transfer facility at The Depository Trust Company (“DTC”) will not constitute delivery to the Depositary.

BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THIS LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

For a holder of shares of Preferred Stock to tender shares of Preferred Stock validly pursuant to the Offers, (1) a properly completed and duly executed Letter of Transmittal, together with any signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and any other documents required by the instructions to this Letter of Transmittal, must be received by the Depositary at its address set forth on the front cover of this Letter of Transmittal, and (2) either certificates for tendered shares of Preferred Stock must be received by the Depositary at such address or such shares of Preferred Stock must be transferred pursuant to the procedures for book-entry transfer described below and a confirmation of such book-entry transfer must be received by the Depositary, in each case, at or prior to the Expiration Date.

If certificates for shares of Preferred Stock are registered in the name of a person other than the signer of this Letter of Transmittal, then, in order to tender such shares of Preferred Stock pursuant to the Offers, the certificates evidencing such shares of Preferred Stock must be endorsed or accompanied by appropriate stock powers signed exactly as the name or names of such holder or holders of shares of Preferred Stock appear on the certificates, with the signature(s) on the certificates or stock powers guaranteed as provided in this Letter of Transmittal.

If a broker, dealer, commercial bank, trust company or other nominee holds your shares of Preferred Stock, it may have an earlier deadline for you to act to instruct it to accept either of the Offers on your behalf. You should contact your broker, dealer, commercial bank, trust company or other nominee to determine its applicable deadline. Any beneficial owner whose shares of Preferred Stock are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender shares of Preferred Stock should contact such registered holder of shares of Preferred Stock promptly and instruct such holder to tender shares of Preferred Stock on such beneficial owner’s behalf.

If you are a beneficial owner and you wish to tender such shares of Preferred Stock yourself, you must, prior to completing and executing the Letter of Transmittal and delivering such shares of Preferred Stock, either make appropriate arrangements to register ownership of the shares of Preferred Stock in your name or follow the procedures described in the immediately preceding paragraph. The transfer of record ownership may take considerable time.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to PPW Holdings LLC, a Delaware limited liability company (the “Offeror”), the above described issued and outstanding (i) 6.00% Serial Preferred Stock of PacifiCorp (the “6.00% Preferred Stock”) and/or (ii) 7.00% Serial Preferred Stock of PacifiCorp (the “7.00% Preferred Stock” and, together with the 6.00% Preferred Stock, the “Preferred Stock”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 17, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase” and such offers the “Offers” and each, an “Offer”), and in this Letter of Transmittal (the “Letter of Transmittal”), receipt of which is hereby acknowledged. The consideration for the shares of Preferred Stock validly tendered and not validly withdrawn that are accepted for purchase will be $155.00 per share of 6.00% Preferred Stock and $180.00 per share of 7.00% Preferred Stock, plus in each case Accrued Dividends. As of the date hereof, there are 5,930 shares of 6.00% Preferred Stock and 18,046 shares of 7.00% Preferred Stock issued and outstanding. Defined terms used and not defined herein are defined as set forth in the Offer to Purchase.

Subject to and effective upon acceptance for payment of, and payment for, the shares of Preferred Stock tendered with this Letter of Transmittal in accordance with the terms of the applicable Offer, the undersigned hereby (1) sells, assigns and transfers to or upon the order of the Offeror all right, title and interest in and to all of the shares of Preferred Stock tendered hereby which are so accepted and paid for; and (2) authorizes and instructs Computershare Inc. and its wholly owned subsidiary, Computershare Trust Company, N.A., to:

(a) deliver certificates for such tendered shares of Preferred Stock or transfer ownership of such tendered shares of Preferred Stock on the account books maintained by DTC, together, in any such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Offeror upon receipt by the Depositary, as the undersigned’s agent, of the aggregate purchase price with respect to such tendered shares of Preferred Stock; and

(b) present such tendered shares of Preferred Stock for transfer on PacifiCorp’s books.

The undersigned understands that the Offeror, upon the terms and subject to the conditions of the Offers, will pay the applicable purchase price for shares of Preferred Stock properly tendered into, and not properly withdrawn from, the applicable Offer subject to the conditions of the applicable Offer in the Offer to Purchase.

The undersigned hereby covenants, represents and warrants to the Offeror that:

(a) the undersigned has full power and authority to tender, sell, assign and transfer the shares of Preferred Stock tendered hereby;

(b) when and to the extent the Offeror accepts the shares of Preferred Stock for purchase, the Offeror will acquire good and unencumbered title to them, free and clear of all liens, restrictions, claims, charges and encumbrances, and the shares of Preferred Stock will not be subject to any adverse claims or rights;

(c) the undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Offeror to be necessary or desirable to complete the sale, assignment and transfer of the shares of Preferred Stock tendered hereby and accepted for purchase; and

(d) the undersigned has read and agrees to all of the terms of the applicable Offer.

The undersigned understands that tendering shares of Preferred Stock under the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute an agreement between the undersigned and the Offeror upon the terms and subject to the conditions of the applicable Offer.

The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, the Offeror may terminate or amend either Offer, or may postpone the acceptance for payment of, or the payment for, the shares of Preferred Stock tendered.

Unless otherwise indicated below in the section captioned “Special Issuance Instructions,” please issue the check for payment of the purchase price and/or return any certificates for shares of Preferred Stock not tendered or accepted for payment in the name(s) of the registered holder(s) appearing under “Description of Preferred Stock Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for payment of the purchase price and/or return any certificates for shares of Preferred Stock not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing under “Description of Preferred Stock Tendered.” In the event that both the “Special Delivery Instructions” and the “Special Payment Instructions” are completed, please issue the check for payment of the purchase price and/or return any certificates for shares of Preferred Stock not tendered or accepted for payment (and any accompanying documents, as appropriate) in the name(s) of, and deliver such check and/or return such certificates (and any accompanying documents, as appropriate) to, the person or persons so indicated. Please credit any shares of Preferred Stock tendered herewith by book-entry transfer that are not accepted for payment by crediting the account at DTC designated above. Appropriate medallion signature guarantees by an Eligible Institution (as defined in Instruction 1) have been included with respect to shares of Preferred Stock for which Special Issuance Instructions have been given. The undersigned recognizes that the Offeror has no obligation pursuant to the “Special Payment Instructions” to transfer any shares of Preferred Stock from the name of the registered holder(s) thereof if the Offeror does not accept for payment any of the shares of Preferred Stock.

All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligations or duties of the undersigned under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, including Section 4, this tender is irrevocable.

SECURITYHOLDER(S) — SIGN HERE (See Instructions 1 and 5) (See IRS Form W-9 or IRS Form W-8BEN, IRS Form W-8BEN-E or other IRS Form W-8, as applicable)

This Letter of Transmittal must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s) or by person(s) authorized to become registered holder(s) of stock certificate(s) as evidenced by endorsement or stock powers transmitted herewith. If signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, the full title of the person should be set forth. See Instruction 5.

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 2, 5, 7 and 8)

SPECIAL PAYMENT INSTRUCTIONS

To be completed ONLY if certificates for shares of Preferred Stock not tendered or not accepted for payment and/or the check for payment of the purchase price of shares of Preferred Stock accepted for payment are to be issued in the name of someone other than the undersigned, or if shares of Preferred Stock tendered hereby and delivered by book-entry transfer which are not purchased are to be returned by crediting them to an account at DTC other than the account designated above.

SPECIAL DELIVERY INSTRUCTIONS

To be completed ONLY if certificates for shares of Preferred Stock not tendered or not accepted for payment and/or the check for payment of the purchase price of shares of Preferred Stock accepted for payment are to be sent to someone other than the undersigned or to the undersigned at an address other than that above.

INSTRUCTIONS TO LETTER OF TRANSMITTAL
Forming Part of the Terms of the Offers

1.      Signature Guarantees.

Except as otherwise provided in this Instruction 1, all signatures on this Letter of Transmittal must be guaranteed by a financial institution that is a participant in the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution” (an “Eligible Institution”) as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Signatures on this Letter of Transmittal need not be guaranteed if either (a) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this Instruction 1, includes any participant in DTC’s system whose name appears on a security position listing as the owner of the shares of Preferred Stock) of shares of Preferred Stock tendered herewith, unless such registered holder(s) has (have) completed the section captioned “Special Issuance Instructions” on this Letter of Transmittal); or (b) such shares of Preferred Stock are tendered for the account of an Eligible Institution.

2.      Delivery of Letter of Transmittal; No Guaranteed Delivery Procedures.

This Letter of Transmittal is to be completed by stockholders either if certificates are to be forwarded herewith or, unless an Agent’s Message is utilized, if delivery of shares of Preferred Stock is to be made pursuant to the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase. For a stockholder to validly tender shares of Preferred Stock pursuant to the Offers, (a) a Letter of Transmittal, properly completed and duly executed, and the certificate(s) representing the tendered shares of Preferred Stock, together with any required signature guarantees, and any other required documents, must be received by the Depositary at its address set forth on the front of this Letter of Transmittal prior to the Expiration Date, or (b) a Letter of Transmittal, properly completed and duly executed, together with any required Agent’s Message and any other required documents, must be received by the Depositary at its address set forth on the front cover of this Letter of Transmittal prior to the Expiration Date and shares of Preferred Stock must be delivered pursuant to the procedures for book-entry transfer set forth in this Letter of Transmittal (and a book-entry confirmation must be received by the Depositary) prior to the Expiration Date.

Tenders of shares of Preferred Stock made pursuant to the Offers may be withdrawn at any time prior to the Expiration Date. If the Offeror extends either Offer beyond that time, tendered shares of Preferred Stock may be withdrawn at any time until the extended Expiration Date. Shares of Preferred Stock that have not previously been accepted by the Offeror for payment may be withdrawn at any time after 5:00 p.m., New York City time, on February 14, 2025. For a withdrawal to be effective, the Depositary must receive, prior to the Expiration Date, a written notice of withdrawal at the Depositary’s address set forth on the front cover of this Letter of Transmittal, or a properly transmitted “Request Message” through ATOP. Any such notice of withdrawal must specify the name of the tendering holder of the shares of Preferred Stock, the number of shares of Preferred Stock that the holder wishes to withdraw and the name of the registered holder of the shares of Preferred Stock. In addition, if the certificates for shares of Preferred Stock to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the tendering stockholder must also submit the serial numbers shown on the particular certificates for shares of Preferred Stock to be withdrawn and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of shares of Preferred Stock tendered by an Eligible Institution). If shares of Preferred Stock have been tendered pursuant to the procedures for book-entry transfer, the notice of withdrawal also must specify the name and the number of the account at DTC to be credited with the withdrawn shares of Preferred Stock and otherwise comply with the procedures of DTC. Withdrawals may not be rescinded, and any shares of Preferred Stock withdrawn will not be properly tendered for purposes of the Offers unless the withdrawn shares of Preferred Stock are properly re-tendered prior to the Expiration Date by following the procedures described above.

THE METHOD OF DELIVERY OF SHARES OF PREFERRED STOCK, THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH DTC, IS AT THE SOLE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. SHARES, THIS LETTER OF TRANSMITTAL AND ALL OTHER DOCUMENTS WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION). IF YOU ELECT TO DELIVER BY MAIL, WE RECOMMEND THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, AND THAT YOU PROPERLY INSURE THE DOCUMENTS. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY.

Except as specifically provided by the Offer to Purchase, no alternative, conditional or contingent tenders will be accepted. All tendering stockholders, by execution of this Letter of Transmittal, waive any right to receive any notice of the acceptance for payment of their shares of Preferred Stock.

The Offeror is not providing for tenders of shares of Preferred Stock by guaranteed delivery procedures.

3.      Inadequate Space.

If the space provided in the box captioned “Description of Preferred Stock Tendered” is inadequate, then you should list relevant information on a separate signed schedule attached to this Letter of Transmittal.

4.      Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry Transfer).

If fewer than all of the shares of Preferred Stock represented by any certificate submitted to the Depositary are to be tendered, fill in the number of Shares that are to be tendered in the box entitled “Description of Preferred Stock Tendered” under “Number of Shares of Preferred Stock Tendered.” In any such case, new certificate(s) for the remainder of the shares of Preferred Stock that were evidenced by the old certificate(s) will be sent to the registered holder(s), unless otherwise provided in the appropriate box on this Letter of Transmittal, as soon as practicable after the acceptance for payment of, and payment for, the shares of Preferred Stock tendered herewith. All shares of Preferred Stock represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5.      Signatures on Letter of Transmittal; Stock Powers and Endorsements.

If this Letter of Transmittal is signed by the registered holder(s) of the shares of Preferred Stock tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificate(s) without any change or alteration whatsoever.

If any of the shares of Preferred Stock tendered hereby are owned of record by two or more joint owners, all such persons must sign this Letter of Transmittal.

If any shares of Preferred Stock tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, he or she should so indicate when signing and submit proper evidence satisfactory to the Offeror of his or her authority to so act.

If this Letter of Transmittal is signed by the registered owner(s) of the shares of Preferred Stock tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made, or certificates for shares of Preferred Stock not tendered or accepted for payment are to be issued, to a person other than the registered owner(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the shares of Preferred Stock tendered hereby, the certificate(s) representing such shares of Preferred Stock must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered owner(s) appear(s) on the certificates(s). The signature(s) on any such certificate(s) or stock power(s) must be guaranteed by an Eligible Institution.

6.      Stock Transfer Taxes.

Except as provided in this Instruction 6, no stock transfer tax stamps or funds to cover such stamps need to accompany this Letter of Transmittal. The Offeror will pay all stock transfer taxes, if any, payable on the transfer to it of shares of Preferred Stock purchased under the Offers. If, however, payment of the purchase price is to be made to any person other than the registered holder, or tendered shares of Preferred Stock are registered in the name of any person other than the person signing the Letter of Transmittal, then the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be the responsibility of the registered shareholder and satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, may need to be submitted.

7.      Special Payment and Delivery Instructions.

If a check for the purchase price of any shares of Preferred Stock accepted for payment is to be issued in the name of, and/or certificates for any shares of Preferred Stock not accepted for payment or not tendered are to be issued in the name of and/or returned to, a person other than the signer of this Letter of Transmittal or if a check is to be sent, and/or such certificates are to be returned, to a person other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed.

8.      Tax Identification Number and Backup Withholding.

Under U.S. federal income tax laws, the Depositary may be required to withhold (as backup withholding) a portion of the amount of any payments made to certain stockholders or other payees pursuant to the Offer. In order to avoid such backup withholding (currently at a rate of 24%), each tendering stockholder or payee that is a United States person (for U.S. federal income tax purposes), must provide the Depositary with such stockholder’s or payee’s correct taxpayer identification number and certify that such stockholder or payee is not subject to such backup withholding by completing the attached IRS Form W-9. Certain stockholders or payees (including, among others, corporations and certain foreign persons) are not subject to these backup withholding requirements. Exempt stockholders or other payees that are United States persons (for U.S. federal income tax purposes) should indicate their exempt status on the attached IRS Form W-9.

A tendering stockholder or other payee that is a foreign person (for U.S. federal income tax purposes) should complete, sign, and submit to the Depositary the appropriate IRS Form W-8 in order to establish an exemption from backup withholding. An IRS Form W-8 may be obtained from the Depositary or downloaded from the Internal Revenue Service’s website at http://www.irs.gov. Failure to complete the IRS Form W-9 or the appropriate IRS Form W-8 will not, by itself, cause shares to be deemed invalidly tendered, but may require the Depositary to withhold a portion of the amount otherwise payable pursuant to the Offers.

As described in the Offer to Purchase, a tendering stockholder or other payee that is a foreign person (for U.S. federal income tax purposes) must provide to the Depositary a properly completed and executed appropriate IRS Form W-8 and any other required documentation in order to establish that it is exempt from, or entitled to a reduced rate of, U.S. federal withholding tax with respect to payments of gross proceeds pursuant to the Offers. Stockholders or other payees that are foreign persons (for U.S. federal income tax purposes) should consult their own tax advisors regarding the particular tax consequences to them of selling shares pursuant to the Offer.

9.      Irregularities.

The Offeror will determine, in its sole discretion, all questions as to the validity, form, eligibility (including time of receipt) and acceptance for purchase of any tender of shares of Preferred Stock, and its determination will be final and binding on all parties, subject to a holder’s right to challenge its determination in a court of competent jurisdiction. The Offeror reserves the absolute right to reject any or all tenders of any shares of Preferred Stock that it determines are not in proper form or the acceptance for purchase of or payment for which the Offeror determines may be unlawful. The Offeror also reserves the absolute right, subject to the applicable rules and regulations of the Securities and Exchange Commission, to waive any of the conditions of the Offer prior to the Expiration Date, or any to waive any defect or irregularity in any tender with respect to any particular shares of Preferred Stock or any particular holder of shares of Preferred Stock, and the Offeror’s interpretation of the terms of the Offers will be final and binding on all parties, subject to a holder’s right to challenge its determination in a court of competent jurisdiction. No tender of shares of Preferred Stock will be deemed to have been properly made until the holder of the shares of Preferred Stock cures, or the Offeror waives, all defects or irregularities. None of the Offeror, the Depositary, the Information Agent, the Dealer Manager or any other person will be under any duty to give notification of any defects or irregularities in any tender or incur any liability for failure to give this notification.

10.    Questions; Requests for Assistance and Additional Copies.

If you have questions or need assistance, you should contact the Information Agent or the Dealer Manager at their respective addresses and telephone numbers set forth on the back cover of this Letter of Transmittal. If you require additional copies of the Offer to Purchase, this Letter of Transmittal, the IRS Form W-9 or other related materials, you should contact the Information Agent. Copies will be furnished promptly at the Offeror’s expense.

Form W-9 Rev. March 2024) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Department of the Treasury Internal Revenue Service Go to www.irs.gov/FormW9 for instructions and the latest information. Give form to the requester. Do not send to the IRS. Before you begin. For guidance related to the purpose of Form W-9, see Purpose of Form, below. Print or type. See Specific Instructions on page 3. 1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner’s name on line 1, and enter the business/disregarded entity’s name on line 2.) 2 Business name/disregarded entity name, if different from above. 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check only one of the following seven boxes. Individual/sole proprietor C corporation S corporation Partnership Trust/estate LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) . . . . Note: Check the “LLC” box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate box for the tax classification of its owner. Other (see instructions) 3b If on line 3a you checked “Partnership” or “Trust/estate,” or checked “LLC” and entered “P” as its tax classification, and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check this box if you have any foreign partners, owners, or beneficiaries. See instructions . . . . . . . . . 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from Foreign Account Tax Compliance Act (FATCA) reporting code (if any) (Applies to accounts maintained outside the United States.) 5 Address (number, street, and apt. or suite no.). See instructions. 6 City, state, and ZIP code Requester’s name and address (optional) 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter. Social security number – – or Employer identification number Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Here Signature of U.S. person Date General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. What’s New Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the “LLC” box and enter its appropriate tax classification. New line 3b has been added to this form. A flow-through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow-through entity in which it has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they

must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. • Form 1099-INT (interest earned or paid). • Form 1099-DIV (dividends, including those from stocks or mutual funds). • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds). • Form 1099-NEC (nonemployee compensation). • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers). • Form 1099-S (proceeds from real estate transactions). • Form 1099-K (merchant card and third-party network transactions). • Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition). • Form 1099-C (canceled debt). • Form 1099-A (acquisition or abandonment of secured property). Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. Caution: If you don’t return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued); 2. Certify that you are not subject to backup withholding; or 3. Claim exemption from backup withholding if you are a U.S. exempt payee; and 4. Certify to your non-foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and 5. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701-7). Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441–1474). Under those rules, if a Form W-9 or other certification of non-foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities. The following persons must provide Form W-9 to the payor for purposes of establishing its non-foreign status. • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity. • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust. • In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust. See Pub. 515 for more information on providing a Form W-9 or a certification of non-foreign status to avoid withholding. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441-1(b)(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.897(l)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non-foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-8EXP (or other certification of non-foreign status). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third-party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester; 2. You do not certify your TIN when required (see the instructions for Part II for details); 3. The IRS tells the requester that you furnished an incorrect TIN; 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or 5. You do not certify to the requester that you are not subject to backup withholding, as described in item 4 under “By signing the filled-out form” above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier. What Is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note for ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040 you filed with your application. Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or “doing business as” (DBA) name on line 2. Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2. Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner’s name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2. Line 3a Check the appropriate box on line 3a for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a. IF the entity/individual on line 1 is a(n) . . . THEN check the box for . . . Corporation Corporation. Individual or Sole proprietorship Individual/sole proprietor. LLC classified as a partnership for U.S. federal tax purposes or LLC that has filed Form 8832 or 2553 electing to be taxed as a corporation Limited liability company and enter the appropriate tax classification: P = Partnership, C = C corporation, or S = S corporation. Partnership Partnership. Trust/estate Trust/estate. Line 3b Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest. You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b. Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065). If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply. Line 4 Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third-party network transactions. Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

2—The United States or any of its agencies or instrumentalities. 3—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities. 5—A corporation. 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or territory. 7—A futures commission merchant registered with the Commodity Futures Trading Commission. 8—A real estate investment trust. 9—An entity registered at all times during the tax year under the Investment Company Act of 1940. 10—A common trust fund operated by a bank under section 584(a). 11—A financial institution as defined under section 581. 12—A middleman known in the investment community as a nominee or custodian. 13—A trust exempt from tax under section 664 or described in section 4947. The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for . . . THEN the payment is exempt for . . . Interest and dividend payments All exempt payees except for 7. Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and patronage dividends Exempt payees 1 through 4. Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 5.2 Payments made in settlement of payment card or third-party network transactions Exempt payees 1 through 4. 1 See Form 1099-MISC, Miscellaneous Information, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) entered on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37). B—The United States or any of its agencies or instrumentalities. C—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities. D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i). E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i). F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state. G—A real estate investment trust. H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940. I—A common trust fund as defined in section 584(a). J—A bank as defined in section 581. K—A broker. L—A trust exempt from tax under section 664 or described in section 4947(a)(1). M—A tax-exempt trust under a section 403(b) plan or section 457(g) plan. Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter “NEW” at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get, an SSN, your TIN is your IRS ITIN. Enter it in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/EIN. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third-party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the RequesterFor this type of account: Give name and SSN of: 1. Individual The individual 2. Two or more individuals (joint account) other than an account maintained by an FFI The actual owner of the account or, if combined funds, the first individual on the account1 3. Two or more U.S. persons (joint account maintained by an FFI) Each holder of the account 4. Custodial account of a minor (Uniform Gift to Minors Act) The minor2 5. a. The usual revocable savings trust (grantor is also trustee) The grantor-trustee1 b. So-called trust account that is not a legal or valid trust under state law The actual owner1 6. Sole proprietorship or disregarded entity owned by an individual The owner3 7. Grantor trust filing under Optional Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A)) The grantor For this type of account: Give name and EIN of: 8. Disregarded entity not owned by an individual The owner 9. A valid trust, estate, or pension trust Legal entity4 10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 The corporation 11. Association, club, religious, charitable, educational, or other tax-exempt organization The organization 12. Partnership or multi-member LLC The partnership 13. A broker or registered nominee The broker or nominee 14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The public entity 15. Grantor trust filing Form 1041 or under the Optional Filing Method 2, requiring Form 1099 (see Regulations section 1.671-4(b)(2)(i)(B)) The trust 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name on line 1, and enter your business or DBA name, if any, on line 2. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Note: The grantor must also provide a Form W-9 to the trustee of the trust. For more information on optional filing methods for grantor trusts, see the Instructions for Form 1041. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information, such as your name, SSN, or other identifying information, without your permission to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: Protect your SSN, Ensure your employer is protecting your SSN, and Be careful when choosing a tax return preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity, or a questionable credit report, contact the IRS Identity Theft Hotline at 800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers.

Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD 800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027. Go to www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laws. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payors must generally withhold a percentage of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information.

Exhibit (a)(1)(C)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell 6.00% Serial Preferred Stock or 7.00% Serial Preferred Stock of PacifiCorp. The Offers (as defined below) are made solely by the Offer to Purchase, dated December 17, 2024, and any amendments or supplements thereto. The Offers are not being made to, nor will tenders be accepted from or on behalf of, holders of PacifiCorp’s 6.00% Serial Preferred Stock or 7.00% Serial Preferred Stock in any jurisdiction in which the making or acceptance of offers to sell such shares of preferred stock would not be in compliance with the laws of that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer, the Offers shall be deemed to be made on behalf of PPW Holdings LLC by the Dealer Manager (as defined below) or one or more registered brokers or dealers registered under that jurisdiction’s laws.

Notice of Offer to Purchase for Cash
by

PPW Holdings LLC

of
Any and all outstanding 6.00% Serial Preferred Stock and
7.00% Serial Preferred Stock
of

PacifiCorp

at a Purchase Price of

$155.00 per share of 6.00% Serial Preferred Stock
and
$180.00 per share of 7.00% Serial Preferred Stock

PPW Holdings LLC, a Delaware limited liability company (the “Offeror”) and an affiliate and sole holder of the common stock of PacifiCorp, an Oregon corporation (the “Company”), is offering (the “Offers”) to purchase any and all of the Company’s outstanding shares of (i) 6.00% Serial Preferred Stock (the “6.00% Preferred Stock”) and (ii) 7.00% Serial Preferred Stock (the “7.00% Preferred Stock” and, together with the 6.00% Preferred Stock, the “Preferred Stock”) for cash, at a purchase price of $155.00 per share of 6.00% Preferred Stock and $180.00 per share of 7.00% Preferred Stock, plus in each case Accrued Dividends (as defined below) (the “Purchase Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 17, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and the accompanying Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”). “Accrued Dividends” means accrued and unpaid dividends from the most recent dividend payment date with respect to such shares of Preferred Stock up to, but not including the date on which payment is made for all validly tendered shares of Preferred Stock that are accepted for purchase pursuant to an Offer (the “Settlement Date”).

THE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 24, 2025, UNLESS THE OFFEROR EXTENDS OR EARLIER TERMINATES THE APPLICABLE OFFER (SUCH TIME AND DATE WITH RESPECT TO EACH OFFER, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”).

The purpose of the Offers is to retire perpetual high-cost illiquid financing instruments and eliminate the administrative burden and cost of compliance with certain public reporting obligations. The Offers are not conditioned on any minimum amount of shares of Preferred Stock being tendered. The Offers are, however, subject to other conditions that must be satisfied or waived by the Offeror on or prior to the Expiration Date. The conditions to the Offers are described in Section 6 of the Offer to Purchase.

The Boards of Directors of each of the Offeror and the Company have approved the making of the Offers. However, none of the Offeror, the Company, their respective Board of Directors, the Dealer Manager (as defined below), the Depositary (as defined below), or the Information Agent (as defined below) makes any

recommendation as to whether holders of shares of Preferred Stock (each, a “Holder” and collectively, the “Holders”) should tender or refrain from tendering their shares of Preferred Stock, or as to the number of shares of Preferred Stock to tender in the applicable Offer. The Offeror has not authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender their shares of Preferred Stock and, if so, the number of shares of Preferred Stock to tender.

Holders and other beneficial owners of shares of Preferred Stock should read carefully the information set forth or incorporated by reference in the Offer to Purchase, including the purpose and effects of the Offers, and in the Letter of Transmittal.

Any Holder desiring to tender, and any beneficial owner of shares of Preferred Stock desiring that the Holder tender, all or any portion of such Holder’s shares of Preferred Stock must follow the instructions and procedures described in Section 3 of the Offer to Purchase. No tenders will be valid if submitted after the Expiration Date.

If you desire to tender your shares of Preferred Stock pursuant to the Offers, you should either (i) complete and sign the Letter of Transmittal in accordance with the instructions set forth therein and mail or deliver such manually signed Letter of Transmittal, together with the certificates evidencing such shares of Preferred Stock (or confirmation of the transfer of such shares of Preferred Stock into the account of the Depositary with The Depository Trust Company (“DTC”) pursuant to the procedures for book-entry transfer set forth in the Offer to Purchase) and any other documents required by the Letter of Transmittal to the Depositary, or electronically transmit your acceptance through ATOP (as defined herein) in the case of book-entry transfer, or (ii) request your broker, dealer, commercial bank, trust company or other nominee to effect the transaction for you. Beneficial owners whose shares of Preferred Stock are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender shares of Preferred Stock with respect to shares of Preferred Stock so registered.

DTC has authorized participants that hold shares of Preferred Stock on behalf of beneficial owners of shares of Preferred Stock through DTC to tender their shares of Preferred Stock as if they were holders of shares of Preferred Stock. To effect a tender, DTC participants should transmit their acceptance to DTC through the DTC Automated Tender Offer Program (“ATOP”), for which the transactions will be eligible, and follow the procedures for book-entry transfer set forth in Section 3 of the Offer to Purchase. If you are a beneficial owner of shares of Preferred Stock that are held of record by a broker, dealer, commercial bank, trust company or other nominee, you must promptly instruct such holder of shares of Preferred Stock to tender the shares of Preferred Stock on your behalf.

Upon the terms and subject to the conditions of the Offers, the Offeror will purchase any and all shares of Preferred Stock that are validly tendered and not validly withdrawn prior to the Expiration Date at the applicable Purchase Price. The Offeror will announce the preliminary results of the Offers on the business day following the Expiration Date.

For purposes of the Offers, the Offeror will be deemed to have purchased shares of Preferred Stock that are validly tendered and not withdrawn under the applicable Offer following the last to occur of (i) acceptance of the shares of Preferred Stock for payment and (ii) deposit of the aggregate purchase price for the shares of Preferred Stock. In all cases, payment for shares of Preferred Stock tendered and accepted for payment in the Offers will be made promptly, but only after timely receipt by Computershare Trust Company, N.A. (the “Depositary”) of the required confirmation prior to the Expiration Date. All of the shares of Preferred Stock purchased by the Offeror in the Offers will be held by the Offeror and not resold or traded.

The Depositary will return unpurchased shares of Preferred Stock promptly after the expiration of the Offers or the valid withdrawal of the shares of Preferred Stock, as applicable, by crediting the shares of Preferred Stock to the appropriate account maintained by the tendering Holder at DTC, without expense to the Holder, or, for shares of Preferred Stock held in certificated form, will promptly return the certificates of shares of Preferred Stock to the respective Holder thereof.

The Offeror expressly reserves the right, in its sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 6 of the Offer to Purchase shall have occurred or shall be deemed by the Offeror to have occurred, to extend the period of time during which the Offers are open and thereby delay acceptance for payment of, and payment for, any shares of Preferred Stock by giving oral or written notice of such

extension to the Depositary and making a public announcement of such extension. The Offeror also expressly reserves the right, in its sole discretion, to terminate the Offers and not accept for payment or pay for any shares of Preferred Stock not theretofore accepted for payment or paid for or, subject to applicable law, to postpone payment for shares of Preferred Stock upon the occurrence, in the Offeror’s reasonable determination, of any of the conditions specified in Section 6 of the Offer to Purchase prior to the Expiration Date by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement of such termination or postponement.

The Offeror’s reservation of the right to delay payment for shares of Preferred Stock that the Offeror has accepted for payment is limited by Rule 13e-4(f)(5) and Rule 14e-1(c) promulgated under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), which require that the Offeror pay the consideration offered or return the shares of Preferred Stock tendered promptly after termination or withdrawal of the Offers. Subject to compliance with applicable law, the Offeror further reserves the right, regardless of whether any of the events set forth in Section 6 shall have occurred or shall be deemed by the Offeror to have occurred, to amend the Offers in any respect, including, without limitation, by decreasing or increasing the consideration offered in the Offers to holders of shares of Preferred Stock. Amendments to the Offers may be made at any time and from time to time effected by public announcement, the announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. Any public announcement made under the Offers will be disseminated promptly to holders of shares of Preferred Stock in a manner reasonably designed to inform holders of shares of Preferred Stock of the change. Without limiting the manner in which the Offeror may choose to make a public announcement, except as required by applicable law, the Offeror shall have no obligation to publish, advertise or otherwise communicate any public announcement other than by making a press release.

If the Offeror materially changes the terms of either of the Offers or the information concerning the Offers, the Offeror will extend the applicable Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3), 13e-4(f)(1) and 14e-1(b) under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which the Offers must remain open following material changes in the terms of the Offers or information concerning the Offers (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information. If:

•     the Offeror (i) increases or decreases the price to be paid for the shares of Preferred Stock or the Retail Processing Fee (as defined in the Offer to Purchase) for the shares of Preferred Stock or (ii) decreases the number of shares of Preferred Stock being sought in the Offers, and

•     the Offers are scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that the notice of an increase or decrease is first published, sent or given to security holders, the Offers will be extended until the expiration of such ten-business day period.

Holders may withdraw any shares of Preferred Stock they have tendered under the Offers at any time prior to the Expiration Date. After the Expiration Date, tenders will be irrevocable except that shares of Preferred Stock not yet accepted for purchase may be withdrawn at any time after 5:00 P.M., New York City time, on February 14, 2025. For a withdrawal of shares of Preferred Stock to be valid, the Depositary must timely receive a properly transmitted “Request Message” through ATOP prior to the Expiration Date. Any such notice of withdrawal must specify the name of the tendering holder of the shares of Preferred Stock, the number of shares of Preferred Stock that the holder wishes to withdraw and the name of the registered holder of the shares of Preferred Stock. Any notice of withdrawal must also specify the name and the number of the account at DTC to be credited with the withdrawn shares of Preferred Stock and must otherwise comply with DTC’s procedures.

Withdrawals of tenders of shares of Preferred Stock may not be rescinded, and any shares of Preferred Stock withdrawn will thereafter be deemed not validly tendered for purposes of the Offers. Withdrawn shares of Preferred Stock may be retendered at any time prior to the Expiration Date by again following one of the procedures described in Section 3 of the Offer to Purchase.

The Offeror will decide, in its sole discretion, all questions as to the form and validity, including time of receipt, of notices of withdrawal, and each such decision will be final and binding on all parties, subject to an Offer participant’s right to dispute such determination in a court of competent jurisdiction. The Offeror also reserves the absolute right to waive any defect or irregularity in the withdrawal of shares of Preferred Stock by any Holder, whether or not the Offeror

waives similar defects or irregularities in the case of any other Holder. None of the Offeror, the Depositary, Georgeson LLC, which is serving as the information agent for the Offers (the “Information Agent”), or Citigroup Global Markets Inc., which is serving as dealer manager for the Offers (the “Dealer Manager”), will be under any duty to give notification of any defects or irregularities in any notice of withdrawal, or incur any liability for failure to give any such notification.

Holders that validly tender and do not validly withdraw shares of Preferred Stock in the Offers that are accepted for purchase will lose their rights as a Holder. In addition, to the extent that shares of Preferred Stock are tendered and accepted for payment pursuant to the Offers, the ability of Holders to transfer shares of Preferred Stock that remain outstanding is likely to be more limited and the price for such shares of Preferred Stock may be adversely affected.

The information required to be disclosed by Rule 13e-4(d)(1) under the Exchange Act is contained in the Offer to Purchase and is incorporated herein by reference.

A tender of shares of Preferred Stock for the Purchase Price pursuant to the Offers will generally be a taxable transaction for U.S. federal income tax purposes for U.S. Holders (as defined in the Offer to Purchase). A U.S. Holder who tendered shares of Preferred Stock that are accepted for purchase pursuant to an Offer will generally recognize gain or loss equal to the difference between (1) the amount of cash received on the sale, and (2) such U.S. Holder’s adjusted tax basis in the tendered shares of Preferred Stock. A U.S. Holder’s adjusted tax basis generally will equal the amount paid to acquire the shares of Preferred Stock tendered in the Offer, less any prior distributions treated as a return of capital. Gain or loss recognized by a U.S. Holder in respect of the sale generally will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder has held the shares of Preferred Stock for more than one year at the time of the sale. Long-term capital gains of certain noncorporate U.S. Holders generally are entitled to reduced rates of taxation. The deductibility of capital losses is subject to limitations. For U.S. Holders that acquired shares of Preferred Stock at different times or different purchase prices, gain or loss will be determined separately for each block of shares (that is, shares acquired at the same cost in a single transaction) tendered pursuant to the Offers.

A summary of certain U.S. federal income tax consequences relating to the Offers to tendering U.S. Holders and Non-U.S. Holders (as defined in the Offer to Purchase) is contained in the Offer to Purchase. Holders of the shares of Preferred Stock should consult their own tax advisors to determine the particular tax consequences to them of participating in the Offers, including the applicability and effect of any state, local or non-U.S. tax laws.

Payments made to holders of Preferred Stock pursuant to the Offers may be subject to U.S. information reporting and may also be subject to U.S. federal backup withholding if the recipient of the payment fails to supply an accurate taxpayer identification number or otherwise fails to comply with applicable U.S. information reporting and certification requirements. Any amount withheld under the backup withholding rules may be allowable as a refund or credit against the holder’s U.S. federal income tax, provided that the required information is timely furnished to the IRS. Generally, each U.S. Holder should complete and sign an IRS Form W-9 so as to provide the information and certification necessary to avoid backup withholding unless the U.S. Holder otherwise establishes to the satisfaction of the relevant payor that such U.S. Holder is not subject to backup withholding. Certain holders of the shares of Preferred Stock (including, among others, C corporations) are not subject to these backup withholding and reporting requirements. Exempt U.S. Holders should indicate their exempt status on an IRS Form W-9. In order for a Non-U.S. Holder (as defined in the Offer to Purchase) to qualify as an exempt recipient, such holder of the shares of Preferred Stock generally must submit an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8, signed under penalties of perjury, attesting to that Non-U.S. Holder’s non-U.S. status. Holders of the shares of Preferred Stock can obtain other applicable forms from www.irs.gov.

The Offer to Purchase contains important information that Holders should read carefully before they make any decision with respect to the Offers.

Please direct any questions or requests for assistance to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below. Please direct requests for additional copies of the Offer to Purchase (which will be promptly furnished to Holders at the Company’s expense) to the Information Agent at the telephone number and address set forth below. Holders may also contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offers.

The Information Agent for the Offer is:

1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Shareholders, Banks and Brokers
Call Toll-Free: (866) 308-4150
Email: PacifiCorp@georgeson.com

The Dealer Manager for the Offer is:

Citigroup Global Markets Inc.
388 Greenwich Street, Trading 4th Floor
New York, New York 10013
Attn: Liability Management Group

Toll-Free: (800) 588-3745
Collect: (212) 723-6106
Email: ny.liabilitymanagement@citi.com

December 17, 2024

Exhibit (a)(1)(D)

RETAIL PROCESSING DEALER FORM

WITH RESPECT TO THE OFFERS BY
PPW HOLDINGS LLC TO PURCHASE FOR CASH ANY AND ALL OF THE OUTSTANDING
6.00% SERIAL PREFERRED STOCK (CUSIP NO. 695114801) AND 7.00% SERIAL PREFERRED STOCK (CUSIP NO. 695114884) OF PACIFICORP

PURSUANT TO THE OFFER TO PURCHASE, DATED DECEMBER 17, 2024

THE OFFERS AND WITHDRAWAL RIGHTS FOR EACH SERIES OF PREFERRED STOCK WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JANUARY 24, 2025, UNLESS PPW HOLDINGS LLC EXTENDS OR EARLIER TERMINATES THE APPLICABLE OFFER (SUCH TIME AND DATE, WITH RESPECT TO EACH OFFER, AS THE SAME MAY BE EXTENDED, THE “EXPIRATION DATE”).

Please deliver this Retail Processing Dealer Form to:

Global Bondholder Services Corporation

65 Broadway — Suite 404
New York, New York 10006
Attn: Corporate Actions

Banks and Brokers call: (212) 430-3774
Toll free (855) 654-2014
By facsimile: (212) 430-3775/3779
Email: contact@gbsc-usa.com

THIS RETAIL PROCESSING DEALER FORM MUST BE DELIVERED TO GLOBAL BONDHOLDER SERVICES CORPORATION (THE “SPECIAL DEPOSITARY”) AT THE E-MAIL ADDRESS, OR TRANSMITTED VIA FACSIMILE, AS SET FORTH ABOVE. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS FORM IS COMPLETED. THIS RETAIL PROCESSING DEALER FORM IS ONLY TO BE SUBMITTED BY THE DTC PARTICIPANT THAT EFFECTED THE BOOK-ENTRY TRANSFER OF THE RELEVANT SECURITIES. IF YOU ARE ELIGIBLE TO RECEIVE A RETAIL PROCESSING FEE BUT ARE NOT A DTC DIRECT PARTICIPANT, YOU MUST CONTACT THE DTC DIRECT PARTICIPANT THROUGH WHICH THE RELEVANT TENDERS WERE MADE AND ARRANGE FOR THEM TO SUBMIT THIS RETAIL PROCESSING DEALER FORM.

Any questions regarding procedures related to this Retail Processing Dealer Form should be directed to the Special Depositary:

Global Bondholder Services Corporation

65 Broadway — Suite 404
New York, New York 10006
Attn: Corporate Actions

Banks and Brokers call: (212) 430-3774
Toll free (855) 654-2014
By Facsimile: (212) 430-3775/3779
Email: contact@gbsc-usa.com

Any requests for additional copies of the Offer to Purchase and the related Letter of Transmittal should be directed to the Information Agent:

Georgeson LLC

1290 Avenue of the Americas, 9th Floor
New York, New York 10104

Shareholders, Banks and Brokers
Call Toll Free: (866) 308-4150

Email: PacifiCorp@georgeson.com

As described in the Offer to Purchase dated December 17, 2024 of PPW Holdings LLC (“PPW”) (as it may be amended or supplemented from time to time, the “Offer to Purchase”), PPW has agreed that it will pay registered brokers and dealers in the United States that process tenders into the Offers from participants of The Depository Trust Company (“DTC”) and persons resident in the United States (the “Retail Processing Dealers”) retail processing fees. Each Retail Processing Dealer that successfully processes tenders from a retail beneficial owner of the shares of Preferred Stock will be eligible to receive a fee (the “Retail Processing Fee”) from PPW equal to $5.00 per share of Preferred Stock validly tendered and not properly withdrawn by or on behalf of such retail beneficial owner and accepted for purchase by PPW, except for any shares of Preferred Stock tendered by a Retail Processing Dealer for its own account. All capitalized terms used herein and not defined herein shall have the meaning ascribed to them in the Offer to Purchase.

A Retail Processing Fee will be paid only if the applicable Offer is consummated and only if a signed and completed Retail Processing Dealer Form is received by the Special Depositary on or prior to the applicable Expiration Date. Only direct participants in DTC will be eligible to submit a Retail Processing Dealer Form. If you are not a direct participant in DTC, you must instruct the direct participant through which you tender your shares of Preferred Stock to submit a Retail Processing Dealer Form on your behalf. PPW, PacifiCorp and the Special Depositary reserve the right to request additional information from any person who submits the Retail Processing Dealer Form in order to validate any Retail Processing Fee payment claims. PPW will, in its sole discretion, determine whether a Retail Processing Dealer has satisfied the criteria for receiving a Retail Processing Fee (including, without limitation, the submission of the Retail Processing Dealer Form and appropriate documentation without defects or irregularities and in respect of bona fide tenders). Retail Processing Dealers should take care to ensure that proper records are kept to document their eligibility to receive any Retail Processing Fee. Additionally, PPW reserves the right to (i) audit any Retail Processing Dealer to confirm bona fide submission of this form and (ii) withhold any amounts from any Retail Processing Fee that PPW is required to withhold and pay in order to comply with applicable tax laws and regulations.

DTC PARTICIPANT NUMBER:

Attach additional sheets, if necessary. Excel Spreadsheets may be attached if desired.

Prior to the Expiration Date (i) each Retail Processing Dealer that is a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, should provide to the Special Depositary a properly completed and duly executed IRS Form W-9, and (ii) each Retail Processing Dealer that is not a “United States person” should provide to the Special Depositary a properly completed and duly executed applicable IRS Form W-8BEN-E or W-8ECI, as applicable. Each of the forms referenced in the preceding sentence can be found on the IRS website: www.irs.gov. Failure to timely provide the applicable form by any Retail Processing Dealer may result in amounts being withheld by PPW from the payment of the Retail Processing Fee payable to such Retail Processing Dealer.

The acceptance of compensation by such Retail Processing Dealer will constitute a representation by it that (a) it has complied with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations thereunder, in connection with solicitations related to the Offers; (b) it is entitled to such compensation for such retail processing under the terms and conditions of the Offer to Purchase; (c) it is (i) a broker or dealer in securities, including the Dealer Manager in its capacity as a dealer or broker, which is a member of any national securities exchange or of the Financial Industry Regulatory Authority (“FINRA”), (ii) a foreign broker or dealer not eligible for membership in FINRA which agrees to conform to FINRA’s Rules of Fair Practice in processing tenders outside the U.S. to the same extent as though it were a FINRA member or (iii) a bank or trust company legally authorized to receive such fees; (d) it has not requested nor been paid a Retail Processing Fee in respect of the Preferred Stock tendered for its own account; and (e) it has not and will not remit such fee, in whole or in part, to the relevant retail beneficial owner of the tendered shares of Preferred Stock.

Name of Firm:

Attention:

Address:

Phone Number:

Taxpayer Identification:

Signature:

Exhibit (a)(1)(E)

LETTER TO BROKERS

PPW HOLDINGS LLC

Offers to Purchase
for cash any and all outstanding
6.00% Serial Preferred Stock (CUSIP NO. 695114801)
and 7.00% Serial Preferred Stock (CUSIP NO. 695114884)
of PACIFICORP
pursuant to the Offer to Purchase dated December 17, 2024

December 17, 2024

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by PPW Holdings LLC, a Delaware limited liability company (“Purchaser”) and an affiliate and sole holder of the common stock of PacifiCorp, an Oregon corporation (the “Company”), to act as information agent (the “Information Agent”) in connection with Purchaser’s offers to purchase for cash any and all of the Company’s outstanding shares of (i) 6.00% Serial Preferred Stock (the “6.00% Preferred Stock” and such offer, the “6.00% Preferred Stock Offer”), and (ii) 7.00% Serial Preferred Stock (the “7.00% Preferred Stock” and, together with the 6.00% Preferred Stock, the “Preferred Stock” and such offer, together with the 6.00% Preferred Stock Offer, the “Offers” and each, an “Offer”), at a purchase price of $155.00 per share of 6.00% Preferred Stock and $180.00 per share of 7.00% Preferred Stock, plus in each case Accrued Dividends (as defined in the Offer to Purchase), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 17, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and which, together with the Offer to Purchase, constitutes the Offers) enclosed herewith.

Please furnish copies of the enclosed materials to those of your clients for whom you hold shares of Preferred Stock registered in your name or in the name of your nominee.

The Offers are not subject to any financing condition. The conditions to the Offers are described in Section 6 of the Offer to Purchase.

For your information and for forwarding to your clients for whom you hold shares of Preferred Stock registered in your name or in the name of your nominee, we are enclosing the following documents:

1.      The Offer to Purchase;

2.       The Letter of Transmittal (together with the included Internal Revenue Service Form W-9) for your use in accepting the Offers and tendering shares of Preferred Stock and for the information of your clients; and

3.      A form of letter which may be sent to your clients for whose accounts you hold shares of Preferred Stock registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offers.

We urge you to contact your clients as promptly as possible. Please note that the Offers will expire at 5:00 P.M., New York City Time, on January 24, 2025, unless the applicable Offer is extended by Purchaser or earlier terminated. Previously tendered shares of Preferred Stock may be withdrawn at any time until the applicable Offer has expired, and if not previously accepted for payment at any time, after February 14, 2025, pursuant to SEC (as defined in the Offer to Purchase) regulations.

For shares of Preferred Stock to be properly tendered to Purchaser pursuant to the Offers, the share certificates or confirmation of receipt of such shares of Preferred Stock under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an “Agent’s Message” (as defined in the Offer to Purchase) in the case of book-entry transfer, and any other documents required in the Letter of Transmittal, must be timely received by Computershare Trust Company, N.A. (the “Depositary”).

As set forth in the Offer to Purchase, Purchaser will pay registered brokers and dealers in the United States that process tenders into the Offers from participants of The Depository Trust Company and persons resident in the United States (the “Retail Processing Dealers”) retail processing fees. Each Retail Processing Dealer that successfully processes tenders from a retail beneficial owner of the shares of Preferred Stock will be eligible to receive a fee (the “Retail Processing Fee”) from Purchaser equal to $5.00 per share of Preferred Stock validly tendered and not properly withdrawn by or on behalf of such retail beneficial owner and accepted for purchase by Purchaser, except for any shares of Preferred Stock tendered by a Retail Processing Dealer for its own account. Additional details are provided in the Offer to Purchase. For your reference, we have enclosed the following related to the Retail Processing Fee:

•        a copy of the Retail Processing Dealer Form required to be completed by a Retail Processing Dealer in order to receive any Retail Processing Fees.

Notwithstanding the foregoing and except as otherwise set forth in the Offer to Purchase, Purchaser will not pay any other fees or commissions to any broker or dealer or to any other person (other than to the Dealer Manager, the Depositary, the Special Depositary, and the Information Agent as described in the Offer to Purchase) in connection with the solicitation of tenders of shares of Preferred Stock pursuant to the Offers. Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding materials to their customers. Purchaser will pay all stock transfer taxes applicable to its purchase of shares of Preferred Stock pursuant to the Offers, subject to Instruction 6 of the Letter of Transmittal.

Any inquiries you may have with respect to the Offers should be addressed to, and additional copies of the enclosed materials may be obtained from, the Information Agent at the addresses and telephone numbers set forth below.

Very truly yours,

Georgeson LLC

Exhibit (a)(1)(F)

LETTER TO CLIENTS

PPW HOLDINGS LLC

Offers to Purchase
for cash any and all outstanding
6.00% Serial Preferred Stock (CUSIP NO. 695114801)
and 7.00% Serial Preferred Stock (CUSIP NO. 695114884)
of PACIFICORP
pursuant to the Offer to Purchase dated December 17, 2024

December 17, 2024

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated December 17, 2024 (the “Offer to Purchase”), and the related letter of transmittal (the “Letter of Transmittal”) in connection with the offers by PPW Holdings LLC, a Delaware limited liability company (“Purchaser”) and an affiliate and sole holder of the common stock of PacifiCorp, an Oregon corporation (the “Company”), to purchase for cash any and all of the Company’s outstanding shares of (i) 6.00% Serial Preferred Stock (the “6.00% Preferred Stock” and such offer, the “6.00% Preferred Stock Offer”), and (ii) 7.00% Serial Preferred Stock (the “7.00% Preferred Stock” and, together with the 6.00% Preferred Stock, the “Preferred Stock” and such offer, the “7.00% Preferred Stock Offer” and, together with the 6.00% Preferred Stock Offer, the “Offers” and each, an “Offer”), at a purchase price of:

•        $155.00 per share of 6.00% Preferred Stock and

•        $180.00 per share of 7.00% Preferred Stock,

plus in each case Accrued Dividends (as defined in the Offer to Purchase), upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which, together with the Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the “Offers”).

We or our nominees are the holder of record of shares of Preferred Stock held for your account. A tender of such shares of Preferred Stock can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender shares of Preferred Stock held by us for your account.

We request instructions as to whether you wish us to tender any or all of the shares of Preferred Stock held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.

Please note carefully the following:

1.      The offer price for the 6.00% Preferred Stock Offer is $155.00 per share of 6.00% Preferred Stock in cash, which will be paid without interest and subject to any withholding of taxes required by applicable legal requirements. The offer price for the 7.00% Preferred Stock Offer is $180.00 per share of 7.00% Preferred Stock in cash, which will be paid without interest and subject to any withholding of taxes required by applicable legal requirements.

2.      The Offers are being made for all outstanding shares of Preferred Stock.

3.      The Offers will expire at 5:00 P.M., New York City Time, on January 24, 2025, unless the applicable Offer is extended by Purchaser or earlier terminated. Previously tendered shares of Preferred Stock may be withdrawn at any time until the applicable Offer has expired, and if not previously accepted for payment at any time, after February 14, 2025, pursuant to SEC (as defined in the Offer to Purchase) regulations.

4.      The Offers are not subject to a financing condition. The obligation of Purchaser to accept for payment and pay for shares of Preferred Stock validly tendered (and not validly withdrawn) pursuant to the Offers is subject to the satisfaction of the conditions set forth in Section 6 of the Offer to Purchase.

If you wish to have us tender any or all of your shares of Preferred Stock, then please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize the tender of your shares of Preferred Stock, all such shares of Preferred Stock will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the expiration of the applicable Offer.

The Offers are being made to all holders of shares of Preferred Stock. Purchaser is not aware of any jurisdiction in which the making of the Offers or the acceptance thereof would be prohibited by securities, “blue sky” or other valid laws of such jurisdiction. If Purchaser becomes aware of any U.S. state in which the making of the Offers or the acceptance of shares of Preferred Stock pursuant thereto would not be in compliance with an administrative or judicial action taken pursuant to a U.S. state statute, Purchaser will make a good faith effort to comply with any such law. If, after such good faith effort, Purchaser cannot comply with any such law, the Offers will not be made to (nor will tenders be accepted from or on behalf of) the holders of shares of Preferred Stock in such state. In any jurisdictions where applicable laws require the Offers to be made by a licensed broker or dealer, the Offers shall be deemed to be made on behalf of Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Purchaser.

INSTRUCTION FORM
With Respect to the Offers to Purchase
Any and All Outstanding Shares of
6.00% Serial Preferred Stock
and
7.00% Serial Preferred Stock
of
PACIFICORP
Pursuant to the Offer to Purchase dated December 17, 2024
by
PPW HOLDINGS LLC

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated December 17, 2024 (the “Offer to Purchase”), and the related letter of transmittal (the “Letter of Transmittal”), in connection with the offers by PPW Holdings LLC, a Delaware limited liability company (“Purchaser”) and an affiliate and sole holder of the common stock of PacifiCorp, an Oregon corporation (the “Company”), to purchase for cash any and all of the Company’s outstanding shares of (i) 6.00% Serial Preferred Stock (the “6.00% Preferred Stock” and such offer, the “6.00% Preferred Stock Offer”) and (ii) 7.00% Serial Preferred Stock (the “7.00% Preferred Stock” and, together with the 6.00% Preferred Stock, the “Preferred Stock” and together with the 6.00% Preferred Stock Offer, the “Offers” and each, an “Offer”), at a purchase price of $155.00 per share of 6.00% Preferred Stock and $180.00 per share of 7.00% Preferred Stock, plus in each case Accrued Dividends (as defined in the Offer to Purchase), upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal.

The undersigned hereby instruct(s) you to tender to Purchaser the number of shares of Preferred Stock indicated below (or, if no number is indicated, all shares of Preferred Stock) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the applicable Offer.

The method of delivery of this document is at the election and risk of the tendering shareholder. If delivery is by mail, then using registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure delivery by the expiration of the applicable Offer.

Number of shares of 6.00% Preferred Stock to be Tendered: ____________ shares*

Number of shares of 7.00% Preferred Stock to be Tendered: ____________ shares*

Dated, ________________, 202__

Account Number: ________________

____________

*        Unless otherwise indicated, it will be assumed that all shares of 6.00% Preferred Stock or 7.00% Preferred Stock, as applicable, held by us for your account are to be tendered.

Exhibit (a)(5)

NEWS RELEASE

December 17, 2024

PPW Holdings LLC Commences Cash Tender Offer to Purchase Any and All of
PacifiCorp’s Outstanding 6.00% Serial Preferred Stock and 7.00% Serial Preferred Stock

PORTLAND, Oregon — PPW Holdings LLC (“PPW”), an affiliate and sole holder of the common stock of PacifiCorp (the “Company”), an indirect wholly owned subsidiary of Berkshire Hathaway Energy Company (“BHE”), announced today that it has commenced a tender offer to purchase for cash any and all of the Company’s outstanding shares of (i) 6.00% Serial Preferred Stock (the “6.00% Preferred Stock” and such offer, the “6.00% Preferred Stock Offer”), and (ii) 7.00% Serial Preferred Stock (the “7.00% Preferred Stock” and, together with the 6.00% Preferred Stock, the “Preferred Stock” and such offer, together with the 6.00% Preferred Stock Offer, the “Offers” and each, an “Offer”), at a purchase price of $155.00 per share of 6.00% Preferred Stock and $180.00 per share of 7.00% Preferred Stock, plus in each case Accrued Dividends (as defined below), upon the terms and subject to the conditions set forth in the Offer to Purchase (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”).

The Offers will expire at 5:00 P.M., New York City time, on January 24, 2025, unless PPW extends or earlier terminates the Offers (such time and date, as they may be extended, the “Expiration Date”).

The Offer to Purchase sets forth in full the conditions to the Offers. The Offers are not conditioned upon a minimum number of shares of Preferred Stock having been tendered.

As used in connection with the Offers, “Accrued Dividends” means accrued and unpaid dividends from the most recent dividend payment date with respect to such shares of Preferred Stock up to, but not including the date on which payment is made for all validly tendered shares of Preferred Stock that are accepted for purchase pursuant to an Offer (the “Settlement Date”). PPW expects the Settlement Date to occur promptly after the Expiration Date, or approximately January 27, 2025, assuming the Offers are not extended.

Shares of Preferred Stock tendered pursuant to either of the Offers may be validly withdrawn at any time prior to the Expiration Date by following the procedures described in the Offer to Purchase, unless PPW extends or earlier terminates the Offers.

The Offer to Purchase and the Letter of Transmittal will be provided to record holders of shares of Preferred Stock and will be furnished to brokers, dealers, commercial banks, trust companies or other nominees and similar persons whose names, or the names of whose nominees, appear on the Company’s shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of the shares of Preferred Stock.

Pursuant to Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), PPW has filed with the Securities and Exchange Commission (“SEC”) an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the Offers. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the SEC’s website at www.sec.gov.

Citigroup Global Markets Inc. (“Citigroup”) is acting as dealer manager for the Offers. For additional information regarding the terms of the Offers, please contact: Citigroup at (800) 588-3745 (toll-free) or (212) 723-6106 (collect). To confirm delivery of the Preferred Stock, please contact Computershare Trust Company, N.A., by mail or overnight courier to 150 Royall St. Suite V, Canton, MA 02021. To request additional copies of the Offer to Purchase, the Letter of Transmittal or any other required documents, contact Georgeson LLC, which is acting as the information agent for the Offers, at (866) 308-4150 (toll-free).

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE SECURITIES. THE OFFERS ARE BEING MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL, WHICH SET FORTH THE COMPLETE TERMS OF THE OFFERS THAT HOLDERS OF SHARES OF PREFERRED STOCK SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

PPW is not making the Offers to holders of shares of Preferred Stock in any jurisdiction in which the making of the Offers or the acceptance of any tender of shares of Preferred Stock would not be in compliance with the laws of such jurisdiction, provided that PPW will comply with the requirements of Rule 13e-4(f)(8) promulgated under the Exchange Act. However, PPW may, at its discretion, take such action as PPW may deem necessary for it to make the Offers in any such jurisdiction and extend the Offers to holders of shares of Preferred Stock in such jurisdiction. In any jurisdiction the securities or blue sky laws of which require the Offers to be made by a licensed broker or dealer, the Offers shall be deemed to be made on PPW’s behalf by one or more registered brokers or dealers THAT are licensed under the laws of such jurisdiction.

Additional Information Regarding the Tender Offers

This communication is for informational purposes only. This communication is not a recommendation to buy or sell the Preferred Stock or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell the Preferred Stock or any other securities. PPW has filed a tender offer statement on Schedule TO, including the Offer to Purchase, Letter of Transmittal and related materials, with the SEC. The Offers are made only pursuant to the Offer to Purchase, Letter of Transmittal, and related materials filed as a part of the Schedule TO. Holders of shares of Preferred Stock should read carefully the Offer to Purchase, Letter of Transmittal and related materials because they contain important information, including the various terms of, and conditions to, the Offers. Holders of shares of Preferred Stock may obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase, Letter of Transmittal, and other documents that the Company has filed with the SEC at the SEC’s website at www.sec.gov or from Georgeson, LLC.

About PacifiCorp

PacifiCorp owns and operates the largest grid in the western U.S., with over 17,000 miles of transmission lines across 10 western states, providing retail electric services to approximately 2 million customers in six states. The Company leverages its diverse portfolio of energy resources in pursuit of its commitment to delivering safe, reliable and low-cost power and owns and manages 46,000 acres of lands reserved for wildlife habitat, forestry and recreation. Please visit www.pacificorp.com to learn more.

Forward-Looking Statements

This release contains certain forward-looking statements within the meaning of the federal securities laws that do not directly and exclusively relate to historical facts. Forward looking statements can typically be identified by the use of forward-looking words, such as “will,” “may,” “could,” “intend,” “potential” and similar terms. These statements are based upon PPW’s or the Company’s respective 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 PPW and the Company and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from expectations are disclosed in Item 1A — Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and the factors disclosed under “Certain Significant Considerations” and elsewhere in the Offer to Purchase, including, without limitation, in conjunction with the forward-looking statements included in the Offer to Purchase. These forward-looking statements speak only as of the date of this release and are not guarantees of future performance or results. PPW and the Company each undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities law. The foregoing factors should not be construed as exclusive.

For Further Information

•        Media: Tiffany Erickson, (801) 220-2592, or Tiffany.erickson@pacificorp.com.

•        Investor Relations: Investor Inquiries, (503) 813-5670 or investorinquiries@pacificorp.com.

Exhibit 107

Calculation of Filing Fee Tables

Schedule TO

(Form Type)

PacifiCorp

(Exact Name of Registrant as Specified in its Charter)

Table 1 — Transaction Value

(1)      Estimated for purposes of calculating the filing fee only. The transaction valuation is based on PPW Holdings LLC’s offers to purchase any and all of PacifiCorp’s (i) 5,930 shares of 6.00% Serial Preferred Stock (the “6.00% Preferred Stock”) at a purchase price of $155.00 per share and (ii) 18,046 shares of 7.00% Serial Preferred Stock (together with the 6.00% Preferred Stock, the “Preferred Stock”) at a purchase price of $180.00 per share. The transaction value assumes the purchase of all shares of Preferred Stock issued and outstanding.

(2)      The amount of the filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, which equals $153.10 for each $1,000,000 of the transaction value and was calculated by multiplying $4,167,430 by 0.00015310.