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) March 12, 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 | ||
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 March 12, 2020, Berkshire Hathaway Inc. (“Berkshire”) issued €1,000,000,000 aggregate principal amount of its 0.000% Senior Notes due 2025 (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 March 4, 2020, by and between (a) Berkshire and (b) Goldman Sachs & Co. LLC, J.P. Morgan Securities plc, Merrill Lynch International and Wells Fargo Securities, LLC.
On March 12, 2020, Berkshire Hathaway Finance Corporation (“BHFC”) issued $500,000,000 aggregate principal amount of its 1.850% Senior Notes due 2030 (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 March 4, 2020, by and between (a) BHFC and Berkshire and (b) BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo 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 March 12, 2020 by Berkshire with respect to the Berkshire Notes (the “Berkshire Officers’ Certificate”) and (ii) an officers’ certificate dated as of March 12, 2020 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 March 4, 2020, filed with the Commission by Berkshire on March 6, 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 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 March 4, 2020, filed with the Commission by Berkshire and BHFC on March 6, 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 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. |
(d) Exhibits
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.
March 12, 2020 | BERKSHIRE HATHAWAY INC. | |||||
/s/ Marc D. Hamburg | ||||||
By: | Marc D. Hamburg | |||||
Senior Vice President and Chief Financial Officer | ||||||
