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) September 13, 2019
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
(Former name or former address, 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 (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 | ||
0.500% Senior Notes due 2020 | BRK20 | 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 |
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 September 13, 2019, Berkshire Hathaway Inc. (“Berkshire”) issued (i) ¥108,500,000,000 aggregate principal amount of its 0.170% Senior Notes due 2024, (ii) ¥61,000,000,000 aggregate principal amount of its 0.270% Senior Notes due 2026, (iii) ¥146,500,000,000 aggregate principal amount of its 0.440% Senior Notes due 2029, (iv) ¥19,000,000,000 aggregate principal amount of its 0.787% Senior Notes due 2034, (v) ¥59,000,000,000 aggregate principal amount of its 0.965% Senior Notes due 2039 and (vi) ¥36,000,000,000 aggregate principal amount of its 1.108% Senior Notes due 2049 ((i) through (vi) collectively, the “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 No. 333-229396) (the “Registration Statement”). The Notes were sold pursuant to an underwriting agreement entered into on September 6, 2019, by and between (a) Berkshire and (b) Goldman Sachs International, J.P. Morgan Securities plc, Merrill Lynch International and Mizuho Securities USA LLC.
The Notes were issued under an Indenture, dated as of January 26, 2016, by and among Berkshire, Berkshire Hathaway Finance Corporation and The Bank of New York Mellon Trust Company, N.A. (the “Indenture”) and (i) an officers’ certificate dated as of September 13, 2019 by Berkshire with respect to its 0.170% Senior Notes due 2024 (the “2024 Notes Officers’ Certificate”), (ii) an officers’ certificate dated as of September 13, 2019 by Berkshire with respect to its 0.270% Senior Notes due 2026 (the “2026 Notes Officers’ Certificate”), (iii) an officers’ certificate dated as of September 13, 2019 by Berkshire with respect to its 0.440% Senior Notes due 2029 (the “2029 Notes Officers’ Certificate”), (iv) an officers’ certificate dated as of September 13, 2019 by Berkshire with respect to its 0.787% Senior Notes due 2034 (the “2034 Notes Officers’ Certificate”), (v) an officers’ certificate dated as of September 13, 2019 by Berkshire with respect to its 0.965% Senior Notes due 2039 (the “2039 Notes Officers’ Certificate”) and (vi) an officers’ certificate dated as of September 13, 2019 by Berkshire with respect to its 1.108% Senior Notes due 2049 (the “2049 Notes Officers’ Certificate”) ((i) through (vi) collectively, the “Officers’ Certificates”).
The relevant terms of the Notes and the Indenture are further described under the caption “Description of the Notes” in the prospectus supplement relating to the Notes, dated September 6, 2019, filed with the Commission by Berkshire on September 9, 2019, 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.
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 2024 Notes Officers’ Certificate is attached hereto as Exhibit 4.2 and is incorporated herein by reference. A copy of the 2026 Notes Officers’ Certificate is attached hereto as Exhibit 4.3 and is incorporated herein by reference. A copy of the 2029 Notes Officers’ Certificate is attached hereto as Exhibit 4.4 and is incorporated herein by reference. A copy of the 2034 Notes Officers’ Certificate is attached hereto as Exhibit 4.5 and is incorporated herein by reference. A copy of the 2039 Notes Officers’ Certificate is attached hereto as Exhibit 4.6 and is incorporated herein by reference. A copy of the 2049 Notes Officers’ Certificate is attached hereto as Exhibit 4.7 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 | ||||
4.1 | ||||
4.2 | ||||
4.3 | ||||
4.4 | ||||
4.5 | ||||
4.6 | ||||
4.7 | ||||
5.1 | Opinion of Munger, Tolles & Olson LLP, dated September 13, 2019, with respect to the Notes. | |||
23.1 | Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1). | |||
104 | Cover Page Interactive Data File (embedded within the in line 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.
September 13, 2019 | BERKSHIRE HATHAWAY INC. | |||||
/s/ Marc D. Hamburg | ||||||
By: | Marc D. Hamburg | |||||
Senior Vice President and Chief Financial Officer | ||||||
