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UNITED STATES

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) October 15, 2020

 

 

BERKSHIRE HATHAWAY INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

 

 

DELAWARE   001-14905   47-0813844

(STATE OR OTHER JURISDICTION

OF INCORPORATION)

 

(COMMISSION

FILE NUMBER)

 

(I.R.S. EMPLOYER

IDENTIFICATION NO.)

 

3555 Farnam Street

Omaha, Nebraska

  68131
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)   (ZIP CODE)

(402) 346-1400

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE

 

 

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 (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbols

 

Name of each exchange

on which registered

Class A Common Stock   BRK.A   New York Stock Exchange
Class B Common Stock   BRK.B   New York Stock Exchange
0.75% Senior Notes due 2023   BRK23   New York Stock Exchange
1.125% Senior Notes due 2027   BRK27   New York Stock Exchange
1.625% Senior Notes due 2035   BRK35   New York Stock Exchange
1.300% Senior Notes due 2024   BRK24   New York Stock Exchange
2.150% Senior Notes due 2028   BRK28   New York Stock Exchange
0.250% Senior Notes due 2021   BRK21   New York Stock Exchange
0.625% Senior Notes due 2023   BRK23A   New York Stock Exchange
2.375% Senior Notes due 2039   BRK39   New York Stock Exchange
2.625% Senior Notes due 2059   BRK59   New York Stock Exchange
0.000% Senior Notes due 2025   BRK25   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01

Other Events.

On October 15, 2020, Berkshire Hathaway Finance Corporation (“BHFC”) issued $750,000,000 aggregate principal amount of its 1.450% Senior Notes due 2030 (the “2030 Notes”) and $1,750,000,000 aggregate principal amount of its 2.850% Senior Notes due 2050 (the “2050 Notes” and together with the 2030 Notes, the “Notes”) under the Registration Statement. The Notes, which are fully and unconditionally guaranteed by Berkshire Hathaway Inc. (“Berkshire”), were sold pursuant to an underwriting agreement entered into on October 5, 2020, by and between (a) BHFC and Berkshire and (b) BofA Securities, Inc. and J.P. Morgan Securities LLC.

The Notes were issued under an Indenture, dated as of January 26, 2016, by and among Berkshire, BHFC and The Bank of New York Mellon Trust Company, N.A. (the “Indenture”) and (i) an officers’ certificate dated as of October 15, 2020 by Berkshire with respect to the 2030 Notes (the “2030 Notes Officers’ Certificate”) and (ii) an officers’ certificate dated as of October 15, 2020 by BHFC with respect to the 2050 Notes (the “2050 Notes Officers’ Certificate” and, together with the 2030 Notes Officers’ Certificate, the “Officers’ Certificates”).

The relevant terms of the Notes and the Indenture are further described under the caption “Description of the Notes and Guarantees” in the prospectus supplement relating to the Notes, dated October 5, 2020, filed with the Commission by Berkshire and BHFC on October 7, 2020, pursuant to Rule 424(b)(5) under the Securities Act and in the section entitled “Description of the Debt Securities” in the base prospectus relating to debt securities of BHFC, dated January 28, 2019, included in the Registration Statement, which descriptions are incorporated herein by reference.

A copy of the Indenture is set forth in Exhibit 4.1 of the Registration Statement and is incorporated herein by reference. A copy of the 2030 Notes Officers’ Certificate is attached hereto as Exhibit 4.2 and is incorporated herein by reference. A copy of the 2050 Notes Officers’ Certificate is attached hereto as Exhibit 4.3 and is incorporated herein by reference. The descriptions of the Indenture, the Officers’ Certificates and the Notes in this report are summaries and are qualified in their entirety by the terms of the Indenture, the Officers’ Certificates and the Notes, respectively.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

  1.1    Underwriting Agreement, dated October 5, 2020, by and between (a) Berkshire Hathaway Finance Corporation and Berkshire Hathaway Inc. and (b) BofA Securities, Inc. and J.P. Morgan Securities LLC.
  4.1    Indenture, dated as of January 26, 2016, by and among Berkshire Hathaway Inc., Berkshire Hathaway Finance Corporation and The Bank of New York Mellon Trust Company, N.A., (incorporated by reference to Exhibit 4.1 of Berkshire Hathaway Inc. and Berkshire Hathaway Finance Corporation’s Registration Statement on Form S-3 (Registration Nos. 333-229396 and 333-229396-01) filed with the Commission on January 28, 2019).
  4.2    Officers’ Certificate of Berkshire Hathaway Finance Corporation, dated as of October 15, 2020, including the form of Berkshire Hathaway Finance Corporation’s 1.450% Senior Notes due 2030.
  4.3    Officers’ Certificate of Berkshire Hathaway Finance Corporation, dated as of October 15, 2020, including the form of Berkshire Hathaway Finance Corporation’s 2.850% Senior Notes due 2050.
  5.1    Opinion of Munger, Tolles & Olson LLP, dated October 15, 2020, with respect to the Notes.
23.1    Consent of Munger, Tolles & Olson LLP with respect to the Notes (included in Exhibit 5.1).
 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

October 15, 2020       BERKSHIRE HATHAWAY INC.
     

/s/ Marc D. Hamburg

      By: Marc D. Hamburg
      Senior Vice President and Chief Financial Officer
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