SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) May 9, 2011

Commission File Number		Registrant, State of Incorporation, Address of Principal Executive Offices and Telephone Number		I.R.S. employer Identification Number
1-08788		NV ENERGY, INC. Nevada 6226 West Sahara Avenue Las Vegas, Nevada 895146 (702) 402-5000		88-0198358
2-28348		NEVADA POWER COMPANY d/b/a NV Energy Nevada 6226 West Sahara Avenue Las Vegas, Nevada 895146 (702) 402-5000		88-0420104

None
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 8.01 — Other Events

Incorporation of Certain Documents by Reference

     On May 9, 2011, Nevada Power Company d/b/a NV Energy, Inc. (“Nevada Power”), a wholly-owned subsidiary of NV Energy, Inc., entered into a purchase agreement with Barclays Capital Inc., BNY Mellon Capital Markets, LLC and UBS Securities LLC as representatives of the several underwriters party thereto, related to the issuance of $250 million of Nevada Power’s 5.45% General and Refunding Mortgage Notes, Series Y, due 2041 (the “Series Y Notes”). The purchase agreement is filed herewith as Exhibit 1.1, the form of the Officer’s Certificate which sets forth the terms of the Series Y Notes is filed herewith as Exhibit 4.1, an opinion of Choate, Hall & Stewart LLP is filed herewith as Exhibit 5.1, and opinion of Woodburn and Wedge is filed herewith as Exhibit 5.2 and a Statement of Eligibility of the Trustee on Form T-1 is filed herewith as Exhibit 25.1.

     The Series Y Notes are expected to be issued on or about May 12, 2011, subject to certain conditions stated in the purchase agreement. The Series Y Notes will be issued under a shelf registration statement originally filed with the SEC on August 20, 2010 (No. 333-168984-02). Nevada Power has filed a prospectus supplement with the SEC in connection with the issuance of the Series Y Notes.

     The net proceeds from the issuance of the Series Y Notes, after deducting the underwriters’ discount and the issuer’s estimated expenses, will be approximately $247.2 million. Nevada Power intends to use all of the net proceeds from the offering, together with available cash, to pay at maturity all of its $350 million 8.25% General and Refunding Mortgage Notes Series A, which mature on June 1, 2011.

     This Current Report on Form 8-K is being filed by Nevada Power for the purpose of filing exhibits to the registration statement for the issuance of the Series Y Notes. All such exhibits are hereby incorporated by reference into the registration statement and related prospectus supplements by reference.

*        *        *

     This Current Report on Form 8-K does not constitute an offer to sell or an solicitation of an offer to buy the securities described herein, and there shall not be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The sale of securities by Nevada Power is being made only by means of a prospectus and related prospectus supplements.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits — The following exhibits are filed with this form 8-K:

Ex. 1.1		Purchase Agreement, dated May 9, 2011 by and among Barclays Capital Inc., BNY Mellon Capital Markets, LLC and UBS Securities LLC, as representatives of the several underwriters party thereto and Nevada Power Company d/b/a NV Energy

Ex. 4.1		Form of Officer’s Certificate establishing the terms of Nevada Power Company’s 5.45% General and Refunding Mortgage Notes, Series Y, due 2041
Ex. 5.1		Opinion of Choate, Hall & Stewart LLP
Ex. 5.2		Opinion of Woodburn and Wedge
Ex. 25.1		Statement of Eligibility of Trustee on Form T-1 of The Bank of New York Mellon Trust Company, N.A. for Nevada Power Company d/b/a NV Energy

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have each duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.