Current Report Filing (8-k)

Date : 09/13/2019 @ 8:57PM
Source : Edgar (US Regulatory)
Stock : Berkshire Hathaway Inc (BRK.B)
Quote : 228.63  -1.57 (-0.68%) @ 11:25PM
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Current Report Filing (8-k)

BERKSHIRE HATHAWAY INC DE false 0001067983 0001067983 2019-09-13 2019-09-13 0001067983 us-gaap:CommonClassAMember 2019-09-13 2019-09-13 0001067983 us-gaap:CommonClassBMember 2019-09-13 2019-09-13 0001067983 brka:M0.75SeniorNotesDue20232Member 2019-09-13 2019-09-13 0001067983 brka:M1.125SeniorNotesDue2027Member 2019-09-13 2019-09-13 0001067983 brka:M1.625SeniorNotesDue2035Member 2019-09-13 2019-09-13 0001067983 brka:M0.500SeniorNotesDue2020Member 2019-09-13 2019-09-13 0001067983 brka:M1.300SeniorNotesDue2024Member 2019-09-13 2019-09-13 0001067983 brka:M2.150SeniorNotesDue2028Member 2019-09-13 2019-09-13 0001067983 brka:M0.250SeniorNotesDue2021Member 2019-09-13 2019-09-13 0001067983 brka:M0.625SeniorNotesDue20231Member 2019-09-13 2019-09-13 0001067983 brka:M2.375SeniorNotesDue2039Member 2019-09-13 2019-09-13 0001067983 brka:M2.625SeniorNotesDue2059Member 2019-09-13 2019-09-13

 

 

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

   

Underwriting Agreement, dated September 6, 2019, by and between (a) Berkshire Hathaway Inc. and (b) Goldman Sachs International, J.P. Morgan Securities plc, Merrill Lynch International and Mizuho Securities USA 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.’s Registration Statement on Form S-3 (Registration No. 333-229396) filed with the Commission on January 28, 2019).

         
 

  4.2

   

Officers’ Certificate of Berkshire Hathaway Inc., dated as of September 13, 2019, including the form of Berkshire Hathaway Inc.’s 0.170% Senior Notes due 2024.

         
 

  4.3

   

Officers’ Certificate of Berkshire Hathaway Inc., dated as of September 13, 2019, including the form of Berkshire Hathaway Inc.’s 0.270% Senior Notes due 2026.

         
 

  4.4

   

Officers’ Certificate of Berkshire Hathaway Inc., dated as of September 13, 2019, including the form of Berkshire Hathaway Inc.’s 0.440% Senior Notes due 2029.

         
 

  4.5

   

Officers’ Certificate of Berkshire Hathaway Inc., dated as of September 13, 2019, including the form of Berkshire Hathaway Inc.’s 0.787% Senior Notes due 2034.

         
 

  4.6

   

Officers’ Certificate of Berkshire Hathaway Inc., dated as of September 13, 2019, including the form of Berkshire Hathaway Inc.’s 0.965% Senior Notes due 2039.

         
 

  4.7

   

Officers’ Certificate of Berkshire Hathaway Inc., dated as of September 13, 2019, including the form of Berkshire Hathaway Inc.’s 1.108% Senior Notes due 2049.

         
 

  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

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