Press Release

Milbank Represents Scottish Power PLC in $9.4 Billion Sale of PacifiCorp to MidAmerican Energy Holdings Co., A Unit of Berkshire Hathaway

Deal is Berkshire Hathaway’s Second Largest Ever and Represents a Move into the Energy Industry

NEW YORK, NY, June 3rd, 2005 – Continuing the trend of consolidation in the electricity industry, MidAmerican Energy Holdings Co., a unit of Warren Buffet’s Berkshire Hathaway, Inc., has agreed to purchase utility company PacifiCorp from Scottish Power PLC of the UK for $9.4 billion comprising $5.1 billion in cash plus the assumption of $4.3 billion in debt. The international law firm Milbank, Tweed, Hadley & McCloy LLP, led by partners M. Douglas Dunn and John T. O’Connor, represented Scottish Power in negotiating and structuring the transaction. The deal is expected to close in 12 to 18 months after completion of regulatory and shareholder review.

Doug Dunn, partner and co-chair of Milbank’s Power & Energy Group and long-time lawyer to Scottish Power, noted, “Our prior relationship with Scottish Power in combination with Milbank’s utility industry experience and international capabilities was a significant factor in enabling the Milbank team to structure this complex cross-border transaction in the context of an evolving regulatory environment. The deal is indicative of a trend of consolidation in the utility industry which leads to super-regional players.” Dunn led the Milbank team representing the company in its acquisition of PacifiCorp in1999, the first acquisition of a domestic utility by a foreign utility.

Milbank’s John O’Connor, partner in the firm’s Global Corporate Group with particular expertise in regulated industries such as the energy/public utilities sector, added, “The deal potentially benefits both investors and consumers, as anticipated gains in efficiency will generate higher returns for investors and improved reliability of energy transmission for consumers.”

About the companies involved in the transaction:
PacifiCorp, based in Portland, Oregon, provides service to 1.6 million customers in California, Idaho, Oregon, Utah, Washington, and Wyoming.

UK-based Scottish Power PLC, which acquired PacifiCorp in 1999, is a publicly held international energy company. Through its subsidiaries the company provides regulated and unregulated electricity and gas services to more than 6.6 million customers across the United Kingdom and the western United States. Scottish Power’s other U.S. interests include PPM Energy, a competitive U.S. energy company.

For MidAmerican Energy Holdings Co., a unit of Berkshire Hathaway, the acquisition of PacifiCorp presents an opportunity to expand and consolidate its holdings to create a registered utility company serving three million electric and natural-gas customers across ten states. Currently MidAmerican Energy 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,) as well as energy assets in the United Kingdom. The deal is one of Berkshire Hathaway’s largest investments ever, second only to its purchase of General Re Corp in 1998. The deal is subject to regulatory approval.

The Milbank team representing Scottish Power was led by partners Doug Dunn, John O’Connor, Dale L. Ponikvar and Lewis T. Putnam, with of counsel Scott D. Price and associates Michael Angelini, Naomi L. Slavinski and Russell J. Kestenbaum.

About Milbank:
Milbank’s Power & Energy Group combines the expertise in corporate transactions with specialized regulatory skills required for developing and implementing successful strategies essential to compete in today’s complex and dynamic infrastructure industry. The Group’s ability to structure around regulatory impediments has allowed private equity investors to participate in the sector. In 2004 the group was involved in more than $21 billion of deals closed, 8 of which were recognized as deals of the year by various publications. Milbank’s Power & Energy lawyers were involved in some of the major industry consolidations of the 1990s, including most of the cross-border transactions, all of the utility bankruptcy reorganizations, as well as diversifications into other industries and reorganizations of generating transmission and distribution assets. The firm is widely recognized as a leader in global project financings, including foreign power projects and infrastructure financings as well as both inbound and outbound cross-border acquisitions.

At the forefront of the utility industry, Milbank’s Power & Energy group has been involved in a number of “first of its kind” transactions, advising on the full range of issues that occur in strategic combinations from “takeover know-how” and regulatory expertise to tax, financing and bankruptcy and litigation matters.

Notable representations include:

• The lenders in a non-recourse $500 million bridge financing for Brascan Corporation of Canada to fund its $874 million purchase of power generating stations from Reliant Energy, Inc. The deal, which came to market without a single contract or parent guarantee, was named by Euromoney’s Project Finance magazine as the “NORTH AMERICA MERCHANT POWER DEAL OF THE YEAR” for 2004.
  

• The official creditors committees in the Enron and Pacific Gas & Electric bankruptcies.
  

• A private equity group in the $1 billion acquisition of TNP Enterprises and its subsidiary Texas-New Mexico Power Co., the first leveraged buyout of an electric utility and is currently representing the group in the sale of TNP to PNM Resources.

Milbank, Tweed, Hadley & McCloy LLP is a global law firm headquartered in New York, with offices in Washington, D.C., Los Angeles, Palo Alto, London, Frankfurt, Munich, Tokyo, Hong Kong and Singapore. Milbank is a recognized leader in mergers and acquisitions, capital markets and corporate finance, project finance, acquisition finance and other major fields of legal practice. Milbank has English, German and U.S. law capabilities, and provides a full range of services to many of the world’s leading financial, industrial and commercial enterprises, as well as governments, institutions and individuals.