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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) April 15, 2021

 

 

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
1.300% Senior Notes due 2024   BRK24   New York Stock Exchange
2.150% Senior Notes due 2028   BRK28   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
0.000% Senior Notes due 2025   BRK25   New York Stock Exchange
0.500% Senior Notes due 2041   BRK41   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 April 15, 2021, Berkshire Hathaway Inc. (“Berkshire”) issued (i) ¥40,000,000,000 aggregate principal amount of its 0.173% Senior Notes due 2026, (ii) ¥80,000,000,000 aggregate principal amount of its 0.437% Senior Notes due 2031 and (iii) ¥40,000,000,000 aggregate principal amount of its 0.969% Senior Notes due 2041 ((i) through (iii) 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 April 8, 2021, by and between (a) Berkshire and (b) 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 April 15, 2021 by Berkshire with respect to its 0.173% Senior Notes due 2026 (the “2026 Notes Officers’ Certificate”), (ii) an officers’ certificate dated as of April 15, 2021 by Berkshire with respect to its 0.437% Senior Notes due 2031 (the “2031 Notes Officers’ Certificate”) and (iii) an officers’ certificate dated as of April 15, 2021 by Berkshire with respect to its 0.969% Senior Notes due 2041 (the “2041 Notes Officers’ Certificate”) ((i) through (iii) 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 April 8, 2021, filed with the Commission by Berkshire on April 9, 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.

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 2026 Notes Officers’ Certificate is attached hereto as Exhibit 4.2 and is incorporated herein by reference. A copy of the 2031 Notes Officers’ Certificate is attached hereto as Exhibit 4.3 and is incorporated herein by reference. A copy of the 2041 Notes Officers’ Certificate is attached hereto as Exhibit 4.4 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 April 8, 2021, by and between (a) Berkshire Hathaway Inc. and (b) 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 April 15, 2021, including the form of Berkshire Hathaway Inc.’s 0.173% Senior Notes due 2026.
4.3    Officers’ Certificate of Berkshire Hathaway Inc., dated as of April 15, 2021, including the form of Berkshire Hathaway Inc.’s 0.437% Senior Notes due 2031.
4.4      Officers’ Certificate of Berkshire Hathaway Inc., dated as of April 15, 2021, including the form of Berkshire Hathaway Inc.’s 0.969% Senior Notes due 2041.


5.1    Opinion of Munger, Tolles & Olson LLP, dated April 15, 2021, 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 Inline 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.

 

April 15, 2021       BERKSHIRE HATHAWAY INC.
     

/s/ Marc D. Hamburg

      By: Marc D. Hamburg
      Senior Vice President and Chief Financial Officer