-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PWlzzkehQNCPPEoaMDeBrE1xbUwjYRB8KYUV7/0DIq74nbpOa23zSt7XSX163+nA rFit9DdfFXAXYXyLn22vgw== 0000898430-01-000801.txt : 20010307 0000898430-01-000801.hdr.sgml : 20010307 ACCESSION NUMBER: 0000898430-01-000801 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010226 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKSHIRE HATHAWAY INC CENTRAL INDEX KEY: 0001067983 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 470813844 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14905 FILM NUMBER: 1557742 BUSINESS ADDRESS: STREET 1: 1440 KIEWIT PLZ CITY: OMAHA STATE: NE ZIP: 68131 BUSINESS PHONE: 4023461400 MAIL ADDRESS: STREET 1: 1440 KIEWIT PLAZA CITY: OMAHA STATE: NE ZIP: 68131 FORMER COMPANY: FORMER CONFORMED NAME: NBH INC DATE OF NAME CHANGE: 19980810 8-K 1 0001.txt FORM 8-K 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) FEBRUARY 26, 2001 BERKSHIRE HATHAWAY INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1-04905 47-0813844 (STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.) 1440 Kiewit Plaza Omaha, Nebraska 68131 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (402) 346-1400 ITEM 5. OTHER EVENTS On February 27, 2001, Berkshire Hathaway Inc., Leucadia National Corporation, and The FINOVA Group Inc., issued a press release, dated February 27, 2001 (the "Press Release") announcing, among other things, that Berkshire Hathaway and Leucadia National, through a jointly owned entity, had entered into a commitment letter dated February 26, 2001, with FINOVA Group and its subsidiary FINOVA Capital Corporation, to loan $6 billion to FINOVA Capital on a senior secured basis, subject to bankruptcy court approval and various other conditions. A copy of the Press Release is attached hereto as Exhibit 99.1, and the information set forth therein is incorporated herein by reference. On February 28, 2001, FINOVA Group issued an additional press release, a copy of which is attached hereto as Exhibit 99.2, and the information set forth therein is incorporated herein by reference. ITEM 7. EXHIBITS 99.1 Press release, dated February 27, 2001, issued by Berkshire Hathaway Inc., Leucadia National Corporation, and The FINOVA Group Inc. 99.2 Press release, dated February 28, 2001, issued by The FINOVA Group Inc. 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. BERKSHIRE HATHAWAY INC. /s/ Marc D. Hamburg ___________________________________ Date: February 28, 2001 By: Marc D. Hamburg Vice President and Chief Financial Officer EXHIBIT INDEX
Exhibit No. Description 99.1 Press release, dated February 27, 2001, issued by Berkshire Hathaway Inc., Leucadia National Corporation, and The FINOVA Group Inc. 99.2 Press release, dated February 28, 2001, issued by The FINOVA Group Inc.
EX-99.1 2 0002.txt PRESS RELEASE, DATED FEBRUARY 27 Exhibit 99.1 Contact at FINOVA: Stuart Tashlik 480/636-5355 Contact at Berkshire Hathaway: Marc Hamburg 402/346-1400 Contact at Leucadia: Laura Ulbrandt 212/460-1977 The FINOVA Group Inc. Announces Agreement with Berkshire Hathaway Inc. and Leucadia National Corporation for $6 Billion Loan Commitment FINOVA Capital Corporation Announces Moratorium on Principal Repayments SCOTTSDALE, Ariz., Omaha, Neb. and New York, NY, Feb. 27, 2001 - The FINOVA Group Inc. (NYSE: FNV), Berkshire Hathaway Inc. (NYSE: BRK.A, BRK.B) and Leucadia National Corporation (NYSE and PCX: LUK) announced today that they have entered into an agreement for a $6 billion loan to FINOVA Capital Corporation, the principal operating subsidiary of The FINOVA Group Inc., in connection with a restructuring of all of FINOVA Capital's outstanding bank and publicly traded debt securities. The restructuring will be accomplished pursuant to proceedings under Chapter 11 of the United States Bankruptcy Code. FINOVA expects to file a petition for reorganization under Chapter 11 in the near future. Subject to necessary approval of creditors and the court, FINOVA Capital will use proceeds of this $6 billion senior secured five year term loan to pay down, at par value, its existing bank and publicly traded indebtedness on a pro rata basis. The balance of FINOVA Capital's bank and bond indebtedness will be restructured into approximately $5 billion of new senior notes of FINOVA. The $6 billion loan will be made by Berkadia LLC, an entity formed for this purpose and owned jointly by Berkshire Hathaway and Leucadia. Berkadia has received a $60 million commitment fee and, in addition to certain other fees, will receive an additional $60 million fee upon funding under the agreement. Berkadia's commitment for the loan has been guaranteed by Berkshire Hathaway and Leucadia and expires on August 31, 2001, or earlier, if certain conditions are not satisfied. Berkadia expects to finance its funding commitment and Berkshire Hathaway will provide Berkadia's lenders with a 90% primary guarantee of such financing, with Leucadia providing a 10% primary guarantee and Berkshire providing a secondary guarantee of Leucadia's guarantee. Upon completion of the reorganization as currently contemplated, Berkshire Hathaway and Leucadia together will receive common stock representing 51% of FINOVA's outstanding shares and the public will retain its existing shares. Berkadia will be entitled to designate a majority of FINOVA's board of directors. FINOVA currently has cash on hand of approximately $1 billion, which will be available in the bankruptcy proceedings to address commitments to customers, operating expenses, claims and expenses of the bankruptcy and expenses related to the consummation of the restructuring. In connection with the agreements, FINOVA and Leucadia have entered into a 10- year management agreement under which Leucadia is providing general management services to FINOVA in exchange for an $8 million annual fee. Lawrence S. Hershfield, an executive of Leucadia, has been appointed Chief Restructuring Officer of FINOVA and will work closely with a special committee of FINOVA's board of directors to complete the restructuring. Completion of the transaction is subject to negotiation and approval of definitive loan documentation, Berkadia's approval of the terms and conditions of FINOVA's restructuring plan and bankruptcy court and necessary creditor approval of the plan of reorganization. In connection with the agreements, FINOVA Capital announced a moratorium on repayment of principal on its outstanding bank and bond debt. The purpose of the moratorium is to help assure that all creditors are treated equitably in the debt restructuring process. It is the company's intention to schedule a meeting with creditors in the near future. The FINOVA Group Inc., through its principal operating subsidiary, FINOVA Capital Corporation, is a financial services company focused on providing a broad range of capital solutions primarily to midsize business. FINOVA is headquartered in Scottsdale, Ariz., with business development offices throughout the U.S. and London, U.K., and Toronto, Canada. For more information, visit the company's website at www.finova.com. Berkshire Hathaway Inc. is a holding company owning subsidiaries engaged in a number of diverse business activities. The most important of these businesses is the property and casualty insurance business conducted on both a direct and reinsurance basis through a number of subsidiaries. Leucadia National Corporation is a holding company for its consolidated subsidiaries engaged in property and casualty insurance (through Empire Insurance Company and Allcity Insurance Company), manufacturing (through its Plastics Division), banking and lending (principally through American Investment Bank, N.A.) and mining (through MK Gold Company). This news release contains forward-looking statements such as predictions or forecasts. FINOVA, Berkshire Hathaway and Leucadia assume no obligation to update those statements to reflect actual results, changes in assumptions or other factors. The forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those projected. Those factors include FINOVA's ability to address its financing requirements in light of its existing debt obligations and market conditions; pending and potential litigation related to charges to earnings; the results of efforts to implement FINOVA's business strategy, including the ability to complete a debt restructuring and the transaction noted above; the ability to attract and retain key personnel and customers; conditions that adversely impact FINOVA's borrowers and their ability to meet their obligations to FINOVA; actual results in connection with continuing or discontinued operations; the adequacy of FINOVA's loan loss reserves and other risks detailed in FINOVA's SEC reports, including page 15 of FINOVA's 10-K for 1999. # # # EX-99.2 3 0003.txt PRESS RELEASE, DATED FEBRUARY 28 Exhibit 99.2 The FINOVA Group Inc. Provides Additional Details Regarding Proposed Debt Restructuring SCOTTSDALE, Ariz., Feb. 28 /PRNewswire/ -- The FINOVA Group Inc. (NYSE: FNV) announced yesterday a $6 billion loan commitment from Berkshire Hathaway Inc., Leucadia National Corporation and Berkadia LLC to FINOVA Group's principal subsidiary, FINOVA Capital Corporation, in connection with a restructuring of all of FINOVA Capital's outstanding bank and publicly traded debt securities. The information in this press release is intended to provide additional details regarding the proposed restructuring. As previously disclosed, the restructuring will be accomplished pursuant to proceedings under Chapter 11 of the United States Bankruptcy Code. In order to facilitate the restructuring, FINOVA Group expects that FINOVA Group, FINOVA Capital and certain other subsidiaries, including FINOVA Finance Trust, will file petitions for Chapter 11 reorganization. Subject to necessary approval of creditors and the bankruptcy court, FINOVA Capital will use proceeds of the $6 billion senior secured five-year term loan to pay down, at par value, its existing bank and publicly traded indebtedness on a pro rata basis. The balance of FINOVA Capital's bank and bond indebtedness will be restructured into approximately $5 billion of new ten-year senior notes of FINOVA Group. The commitment sets forth the principal terms of the proposed term loan to FINOVA Capital and senior notes of FINOVA Group. A copy of the commitment is being filed by FINOVA Group as one of the exhibits to a Current Report on Form 8-K to be filed today with the Securities and Exchange Commission. More detailed information about the proposed terms of the financings is included in the commitment. The term loan will be secured by all assets of FINOVA Capital and will bear interest at an annual rate equal to the greater of 9% or LIBOR plus 3%. Interest on the term loan will be payable quarterly. In addition, an annual facility fee will be payable at the rate of 25 basis points on the outstanding principal amount of the term loan. After payment of accrued interest on the term loan and operating and other corporate expenses, providing for reserves and payment of accrued interest on the FINOVA Group senior notes, 100% of excess cash flow and net proceeds from asset sales will be used to make mandatory prepayments of principal on the term loan without premium. Any remaining principal and accrued and unpaid interest on the term loan will be due at maturity. The term loan will be guaranteed on a secured basis by FINOVA Group and substantially all subsidiaries of FINOVA Group and FINOVA Capital. The senior notes will bear interest, payable semi-annually out of available cash, at the weighted average rate of FINOVA Capital's currently outstanding bank and bond debt and will be secured by a second priority security interest in the stock of FINOVA Capital and FINOVA Group's other assets. Enforcement of the senior note security interests will not be allowed until the term loan is paid in full. Available cash from FINOVA Capital, after paying accrued interest on the term loan and operating and other corporate expenses and providing for reserves, will be used to pay accrued interest on the senior notes. No payments of principal will be made on the senior notes until the term loan is paid in full. After payment in full of the term loan, available cash flow from FINOVA Capital, after paying operating and other corporate expenses, providing for reserves and paying accrued interest on the senior notes, will be used first to fund a reserve to pay dividends on FINOVA Group's outstanding Trust Originated Preferred Securities and then to make semi- annual prepayments of principal on the senior notes and distributions to FINOVA Group common stockholders. 95% of the remaining available cash will be used for principal payments on the senior notes and 5% will be used for distributions to stockholders. After payment in full of the outstanding principal of the senior notes, 95% of any available cash of FINOVA Capital will be used to pay additional interest to senior noteholders in an aggregate amount up to $100 million. Completion of the transactions contemplated by the commitment is subject to negotiation and approval of definitive loan documentation, Berkadia's approval of the terms and conditions of FINOVA Group's and FINOVA Capital's restructuring plan and bankruptcy court and necessary creditor approval of the plan of reorganization. Pursuant to its announced moratorium on repayment of principal on its outstanding bank and bond debt, FINOVA Capital did not make a $50 million principal payment due February 27, 2001 on its 5.98% Notes due 2001. FINOVA Capital did pay accrued interest on those notes. The FINOVA Group Inc., through its principal operating subsidiary, FINOVA Capital Corporation, is a financial services company focused on providing a broad range of capital solutions primarily to midsize business. FINOVA is headquartered in Scottsdale, Ariz., with business development offices throughout the U.S. and London, U.K., and Toronto, Canada. For more information, visit the company's website at www.finova.com. This news release contains forward-looking statements such as predictions or forecasts. FINOVA assumes no obligation to update those statements to reflect actual results, changes in assumptions or other factors. The forward- looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those projected. Those factors include FINOVA's ability to address its financing requirements in light of its existing debt obligations and market conditions; pending and potential litigation related to charges to earnings; the results of efforts to implement FINOVA's business strategy, including the ability to complete a debt restructuring and the transaction noted above; the ability to attract and retain key personnel and customers; conditions that adversely impact FINOVA's borrowers and their ability to meet their obligations to FINOVA; actual results in connection with continuing or discontinued operations; the adequacy of FINOVA's loan loss reserves and other risks detailed in FINOVA's SEC reports, including page 15 of FINOVA's 10-K for 1999. SOURCE The FINOVA Group Inc. CONTACT: Stuart Tashlik of FINOVA, 480-636-5355/
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