On January 15, 2021, Berkshire Hathaway Inc. (“Berkshire”)
issued €600,000,000 aggregate principal amount of its 0.500% Senior
Notes due 2041 (the “Berkshire Notes”) under a registration
statement on Form S-3 under
the Securities Act of 1933, as amended (the “Securities Act”),
filed with the Securities and Exchange Commission (the
“Commission”) on January 28, 2019 (Registration Nos. 333-229396 and 333-229396-01) (the
“Registration Statement”). The Berkshire Notes were sold pursuant
to an underwriting agreement entered into on January 5, 2021,
by and between (a) Berkshire and (b) J.P. Morgan
Securities plc and Merrill Lynch International.
On January 15, 2021, Berkshire Hathaway Finance Corporation
(“BHFC”) issued $750,000,000 aggregate principal amount of its
2.500% Senior Notes due 2051 (the “BHFC Notes” and together with
the Berkshire Notes, the “Notes”) under the Registration Statement.
The BHFC Notes, which are fully and unconditionally guaranteed by
Berkshire, were sold pursuant to an underwriting agreement entered
into on January 5, 2021, 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 January 15, 2021
by Berkshire with respect to the Berkshire Notes (the “Berkshire
Officers’ Certificate”) and (ii) an officers’ certificate
dated as of January 15, 2021 by BHFC with respect to the BHFC
Notes (the “BHFC Officers’ Certificate” and, together with the
Berkshire Officers’ Certificate, the “Officers’ Certificates”).
The relevant terms of the Berkshire Notes and the Indenture are
further described under the caption “Description of the Notes” in
the prospectus supplement relating to the Berkshire Notes, dated
January 5, 2021, filed with the Commission by Berkshire on
January 7, 2021, 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
Berkshire, dated January 28, 2019, included in the
Registration Statement, which descriptions are incorporated herein
by reference. The relevant terms of the BHFC Notes and the
Indenture are further described under the caption “Description of
the Notes and Guarantees” in the prospectus supplement relating to
the BHFC Notes, dated January 5, 2021, filed with the
Commission by Berkshire and BHFC on January 7, 2021, 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 Berkshire Officers’ Certificate is attached hereto as
Exhibit 4.2 and is incorporated herein by reference. A copy of the
BHFC 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.
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(d) Exhibits
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1.1 |
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Underwriting Agreement, dated January 5,
2021, by and between (a) Berkshire Hathaway Inc. and
(b) J.P. Morgan Securities plc and Merrill Lynch
International. |
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1.2 |
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Underwriting Agreement, dated January 5,
2021, by and between (a) Berkshire Hathaway Finance
Corporation and Berkshire Hathaway Inc. and (b) BofA
Securities, Inc. and J.P. Morgan Securities LLC. |
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4.1 |
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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). |
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4.2 |
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Officers’
Certificate of Berkshire Hathaway Inc., dated as of
January 15, 2021, including the form of Berkshire
Hathaway Inc.’s 0.500% Senior Notes due 2041. |
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4.3 |
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Officers’
Certificate of Berkshire Hathaway Finance Corporation, dated as of
January 15, 2021, including the form of Berkshire
Hathaway Finance Corporation’s 2.500% Senior Notes due
2051. |