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
(Amendment No. 2)

_______________________________

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 Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally 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”), with the Securities and Exchange Commission (“SEC”) on December 17, 2024, as amended by Amendment No. 1 (“Amendment No. 1”), filed with the SEC on December 23, 2024 (as so amended, the “Schedule TO”). The Schedule TO 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 December 17, 2024 (as amended by Amendment No. 1, and 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).

Only those items amended in the Schedule TO and the Offer to Purchase are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO and the Offer to Purchase remains unchanged, and this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO and in the Offer to Purchase. You should read Amendment No. 2 together with the Schedule TO, Amendment No. 1, the Offer to Purchase and the Letter of Transmittal.

Item 3. Identity of Background and Filing Person

The Schedule TO is hereby amended and supplemented by adding the following as a new second paragraph under Item 3:

The Executive Officers and Board of Directors (Managers) of the Offeror are as follows:

The business address and telephone number for all of the above directors and executive officers of the Offeror is: 1615 Locust Street, Des Moines, Iowa 50309-3037, (503) 813-5372.

The Schedule TO is hereby amended and supplemented by adding the following as a new fourth paragraph under Item 3:

The Executive Officers and Board of Directors of the Company are as follows:

The business address and telephone number for all of the above directors and executive officers of the Company is: 825 N.E. Multnomah Street, Suite 2000, Portland, Oregon 97232, (888) 221-7070.

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

Page 15 of the Offer to Purchase is hereby amended and supplemented by adding a new first paragraph under the section titled “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares of Preferred Stock” as follows:

The Executive Officers and Board of Directors (Managers) of the Offeror are as follows:

The business address and telephone number for all of the above directors and executive officers of the Offeror is: 1615 Locust Street, Des Moines, Iowa 50309-3037, (503) 813-5372.

The Executive Officers and Board of Directors of the Company are as follows:

The business address and telephone number for all of the above directors and executive officers of the Company is: 825 N.E. Multnomah Street, Suite 2000, Portland, Oregon 97232, (888) 221-7070.

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 27, 2024

EXHIBIT INDEX

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**      Filed previously