PACIFICORP /OR/ 8-K

What Happened

• On February 15, 2026, PacifiCorp entered into an Asset Purchase and Service Area Transfer Agreement to sell its Washington retail service area business to Portland General Electric Company (and an affiliate). The deal calls for $1.9 billion in cash plus additional cash consideration for specified assets delivered at closing, subject to customary purchase price adjustments. PacifiCorp’s board approved the Transaction. PacifiCorp issued a press release on February 17, 2026 announcing the agreement.

Key Details

• Purchase price: $1.9 billion in cash plus additional cash for specified assets at closing, subject to customary adjustments.
• Assets included: Washington retail service area (distribution assets/infrastructure) and generating facilities — Chehalis combined-cycle gas plant, Goodnoe Hills wind farm, and Marengo wind farm.
• Closing conditions: required HSR clearance and approvals from multiple state public utility commissions (UT, OR, WY, WA, ID, CA) and FERC, absent unduly burdensome conditions; no financing condition.
• Timing/termination: outside date of August 15, 2027 (with a possible six-month extension for pending regulatory approvals); specified termination fee of $35 million in certain circumstances; transaction can be blocked by specified wildfire casualty exposure (> $35M in excess of insurance).

Why It Matters

• The transaction materially shifts PacifiCorp’s business in Washington — transferring retail customers, distribution assets and several generation facilities — and will result in a significant cash inflow of $1.9B (plus adjustments). Investors should watch regulatory approval progress across multiple jurisdictions and FERC, since approvals and any imposed conditions will affect timing and final economics. The agreement is board-approved and not subject to a financing condition, but it includes a $35M termination fee and wildfire-related protections that can influence closing risk.