Berkshire Hathaway Inc.'s MidAmerican Energy Holdings Co. agreed to
buy U.S. utility PacifiCorp from Britain's
Scottish Power PLC for $5.1 billion plus the assumption of $4.3
billion in debt.
The deal, which could
accelerate a consolidation already under way in the electricity
business, would create a registered utility holding company spanning 10
states and serving three million electric and natural-gas customers.
For Buffett watchers,
it's a landmark. The deal ranks as Berkshire's biggest acquisition since
1998 and ends a period during which Mr. Buffett often lamented the lack
of big buying opportunities. For his return, he has chosen a sector that
offers stable returns and potential gains in efficiency, but also one
that is languishing under its own infrastructural problems and the
regulatory questions of an old utility law. Mr. Buffett also has found a
home for some of his company's enormous cash hoard.
"The energy field is the
single most likely area in which Berkshire -- through MidAmerican -- can
find places to put significant capital" to work, Mr. Buffett said in an
interview. He added that he expects Berkshire to make power-related
acquisitions for another 10 to 20 years. Currently, MidAmerican owns a
four-state electric utility, gas-transmission pipelines, merchant
generating plants -- which sell electricity on the wholesale market to
utilities and others at market rates -- and energy assets in the United
Kingdom.
Berkshire's cash pile has
concerned some investors, who feared that a prolonged lull in
acquisitions could hurt the holding company's growth. Before the
PacifiCorp deal, Berkshire had more than $40 billion in cash and
cashlike assets, mostly generated by its insurance units. In the past,
Mr. Buffett has used the company's cash hoard to buy whole businesses,
including See's Candies and underwear maker Fruit of the Loom, or to
take significant stakes in big public companies, like American Express
Co. and Coca-Cola Co.
One possible hurdle for
the Berkshire deal and two other recent mergers in the utility industry
is the 1935 Public Utility Holding Company Act. It was originally
intended to prevent conglomerates from owning utilities and to block
formation of gigantic national utilities that state regulators couldn't
control, but many consider it an anachronism.
The law has limited
merger activity for decades, but industry observers say Mr. Buffett and
others believe it will eventually be repealed by Congress. He has argued
that the Depression-era law makes it nearly impossible for cash-rich
companies like his to bring badly needed money to the nation's most
capital-intensive industry.
One big issue in the
utility industry is the lack of enough money to upgrade transmission
systems and so maintain reliability. Mr. Buffett has said he would
invest $10 billion to $15 billion in the industry if the utility law is
swept away.
"It's ludicrous for a
AAA-rated company not to be able to put money into an industry that
needs it," said David Sokol, chief executive of MidAmerican, in an
interview.
Two other proposed
mergers announced in the past six months also would unite utilities
divided by states: Exelon Corp.'s $12 billion purchase of
Public Service Enterprise Group Inc., and
Duke Energy Corp.'s $9.1 billion stock purchase of
Cinergy Corp. Each involves the creation of sprawling enterprises
operating in many states or even across the country. Such entities might
once have been considered prohibited under a strict reading of the
utility act.
PacifiCorp, based in
Portland, Ore., is an electric utility providing service to 1.6 million
customers in Oregon, Montana, California, Wyoming, Utah and Idaho. In
2004, PacifiCorp had operating income of $914 million, down about 13%
from the year earlier.
It will add a steady flow
of cash to Berkshire's diverse portfolio of companies, stocks and bonds.
Returns in the regulated power sector average 8% to 13% annually.
"Owning utilities is more like owning a bond," said Alice Schroeder, a
former Berkshire securities analyst who is now writing a book with Mr.
Buffett's cooperation.
Tom Story, a fund manager
in Chicago at William Blair & Co., which owns Berkshire shares, said the
deal was a typical "Warren investment," adding that "the downside is
limited, and the upside is potentially a less-regulated environment
while demand for energy presses ahead."
Utility mergers are being
fueled by several forces. One is a desire to simplify an industry that
has thousands of local companies even as electricity itself is bought
and sold in large, multistate auctions. In addition, many experts think
there are simply too many utilities in the U.S. The state of play is
similar to what was seen in the banking industry before the 1999 repeal
of the 1933 Glass-Steagall Act that created a separation between
commercial banks and brokerage firms.
The utilities themselves
say consolidation could produce big efficiency gains and improve the
operating performance of transmission systems and power plants. Exelon,
for example, has said it expects to save $400 million a year by
combining some redundant operations if it acquires PSEG.
The Berkshire deal comes
just as Congress again takes up the issue of repealing the utility act.
The House of Representatives already has approved an omnibus energy bill
that includes the repeal. But the Senate this week is discussing
amendments to its version of the bill that could include repeal if other
measures were added to beef up regulatory oversight and consumer
protections.
Unless Congress acts,
there's some question about whether these recent energy mergers will
stand. A judge presiding over a Securities and Exchange Commission
hearing issued an opinion on May 3 that found that the SEC, which
polices the utility act, erred in approving the 2000 acquisition of
Central & South West Corp. by American Electric Power Co., creating the
nation's biggest utility.
Specifically, the judge
said the merged company didn't constitute an integrated utility system
operating in a "single area or region" as the law requires. Instead, he
said the merged firm, operating in parts of 11 states from Michigan to
Texas, operated in four distinct regions. His findings followed a
similar conclusion by a federal judge that ordered the agency to take
another look at the case. It isn't clear what the SEC's remedy will be
or whether it will be forced to take a stricter stance on pending
mergers.
Restrictions on utility
ownership and mergers were written into law following failures of giant
power trusts after the 1929 stock-market collapse. At the time, a young
Federal Trade Commission, in forensic investigations, proved that
corrupt trusts had defrauded utility customers and shareholders through
the use of stock pyramid schemes, fraudulent recordkeeping and
interconnected directorships. Congress broke up the big utility trusts,
prohibited their return, and created strict lines of sight into utility
books and records to prevent the industry from being milked for other
purposes.
Investors on both sides
of the Atlantic welcomed yesterday's deal. Berkshire's Class A shares,
which have also been weighed down by various regulatory investigations
into its General Re reinsurance unit, climbed $2,010 to $85,500 at 4
p.m. in New York Stock Exchange composite trading. Tuesday afternoon in
London, Scottish Power shares were up more than 6% to £4.70 ($8.59).
Elsewhere in the utility sector, the market reaction was muted. The Dow
Jones Utility Average was up only 0.25 point to 363.48.
MidAmerican said the
agreement also includes the assumption of approximately $4.3 billion in
net debt. MidAmerican intends to invest about $1 billion a year in
capital into PacifiCorp for the next five years, Ian Russell, chief
executive of Scottish Power, said in a phone interview. Since Berkshire
doesn't require dividend payments from its subsidiaries, MidAmerican
would have more capital at its disposal to invest in PacifiCorp's
development, Mr. Buffett said. "We're a particularly well-suited owner,"
he said.
Scottish Power, based in
Glasgow, provides electricity generation, distribution and supply
services, as well as gas supply, to about five million customers in the
U.K. It invested in the U.S. in 1999 when it looked like most states
intended to deregulate their retail electricity markets, as California
had done in 1998 and as had already been done in the U.K. But the
movement hit a wall in 2002 with Enron's collapse. Scottish Power also
owns coal mines and gas-storage facilities in the U.S. as well as other
power assets. It has 14,000 employees globally.
For the 12 months ended
March 31, the company's pretax profit before goodwill and exceptional
items rose 10% to about £1 billion ($1.83 billion). Earnings per share
rose 10% to 40.22 pence.
PacifiCorp, which
Scottish Power bought in 1999 for $10.4 billion, accounted for about 50%
of the British company's overall earnings but has recently suffered from
mild weather and plant outages, Mr. Russell has said. Scottish Power
took an impairment charge yesterday in its earnings of £927 million
($1.7 billion) for the sale of PacifiCorp.
Write to
Rebecca Smith at
rebecca.smith@wsj.com and Karen Richardson at
karen.richardson@awsj.com