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) January 12, 2017
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)) |
Item 8.01 Other Events.
On January 12, 2017, Berkshire Hathaway Finance Corporation (“BHFC”) issued (i) $950,000,000 aggregate principal amount of its Floating Rate Senior Notes due January 2019 and (ii) $350,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2020 ((i) and (ii) 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 26, 2016 (Registration No. 333-209122) (the “Registration Statement”). The Notes, which will be fully and unconditionally guaranteed by Berkshire Hathaway Inc. (“Berkshire”), were sold pursuant to an underwriting agreement entered into on January 5, 2017, by and between (a) BHFC and Berkshire and (b) Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC.
The Notes are issued under an Indenture, dated as of January 26, 2016, by and among Berkshire, as issuer and guarantor, BHFC, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”) and (a) an officers’ certificate dated as of January 12, 2017 by BHFC with respect to its Floating Rate Senior Notes due January 2019 and (b) an officers’ certificate dated as of January 12, 2017 by BHFC with respect to its Floating Rate Senior Notes due 2020 ((a) and (b) collectively, 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 January 5, 2017, filed with the Commission by Berkshire on January 6, 2017, pursuant to Rule 424(b)(2) 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 26, 2016, 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 officers’ certificate with respect to BHFC’s Floating Rate Senior Notes due January 2019 (including the form of BHFC’s Floating Rate Senior Notes due January 2019) is attached hereto as Exhibit 4.2 and is incorporated herein by reference. A copy of the officers’ certificate with respect to BHFC’s Floating Rate Senior Notes due 2020 (including the form of BHFC’s Floating Rate Senior Notes due 2020) 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 January 5, 2017, by and between (a) Berkshire Hathaway Finance Corporation and Berkshire Hathaway Inc. and (b) Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo 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., as trustee (incorporated by reference to Exhibit 4.1 of Berkshire’s Registration Statement on Form S-3 (Registration No. 333-209122) filed with the Commission on January 26, 2016). | |
| 4.2 | Officers’ Certificate of Berkshire Hathaway Finance Corporation, dated as of January 12, 2017, including the form of Berkshire Hathaway Finance Corporation’s Floating Rate Senior Notes due January 2019. | |
| 4.3 | Officers’ Certificate of Berkshire Hathaway Finance Corporation, dated as of January 12, 2017, including the form of Berkshire Hathaway Finance Corporation’s Floating Rate Senior Notes due 2020. | |
| 5.1 | Opinion of Munger, Tolles & Olson LLP, dated January 12, 2017, with respect to the Notes. | |
| 23.1 | Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1). | |
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.
| January 12, 2017 | BERKSHIRE HATHAWAY INC. | |||||
| /s/ Marc D. Hamburg | ||||||
| By: Marc D. Hamburg | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
Exhibit Index
| 1.1 | Underwriting Agreement, dated January 5, 2017, by and between (a) Berkshire Hathaway Finance Corporation and Berkshire Hathaway Inc. and (b) Goldman, Sachs & Co., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo 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., as trustee (incorporated by reference to Exhibit 4.1 of Berkshire’s Registration Statement on Form S-3 (Registration No. 333-209122) filed with the Commission on January 26, 2016). | |
| 4.2 | Officers’ Certificate of Berkshire Hathaway Finance Corporation, dated as of January 12, 2017, including the form of Berkshire Hathaway Finance Corporation’s Floating Rate Senior Notes due January 2019. | |
| 4.3 | Officers’ Certificate of Berkshire Hathaway Finance Corporation, dated as of January 12, 2017, including the form of Berkshire Hathaway Finance Corporation’s Floating Rate Senior Notes due 2020. | |
| 5.1 | Opinion of Munger, Tolles & Olson LLP, dated January 12, 2017, with respect to the Notes. | |
| 23.1 | Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1). | |