UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NUMBER) |
(I.R.S. EMPLOYER IDENTIFICATION NO.) |
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| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |
(ZIP CODE) |
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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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 16, 2020, Berkshire Hathaway Inc. (“Berkshire”) issued (i) ¥56,300,000,000 aggregate principal amount of its 0.674% Senior Notes due 2023, (ii) ¥41,600,000,000 aggregate principal amount of its 0.879% Senior Notes due 2025, (iii) ¥29,000,000,000 aggregate principal amount of its 1.002% Senior Notes due 2027, (iv) ¥18,300,000,000 aggregate principal amount of its 1.110% Senior Notes due 2030, (v) ¥25,800,000,000 aggregate principal amount of its 1.585% Senior Notes due 2040, (vi) ¥18,500,000,000 aggregate principal amount of its 1.779% Senior Notes due 2050 and (vii) ¥6,000,000,000 aggregate principal amount of its 2.000% Senior Notes due 2060 ((i) through (vii) 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 9, 2020, 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 April 16, 2020 by Berkshire with respect to its 0.674% Senior Notes due 2023 (the “2023 Notes Officers’ Certificate”), (ii) an officers’ certificate dated as of April 16, 2020 by Berkshire with respect to its 0.879% Senior Notes due 2025 (the “2025 Notes Officers’ Certificate”), (iii) an officers’ certificate dated as of April 16, 2020 by Berkshire with respect to its 1.002% Senior Notes due 2027 (the “2027 Notes Officers’ Certificate”), (iv) an officers’ certificate dated as of April 16, 2020 by Berkshire with respect to its 1.110% Senior Notes due 2030 (the “2030 Notes Officers’ Certificate”), (v) an officers’ certificate dated as of April 16, 2020 by Berkshire with respect to its 1.585% Senior Notes due 2040 (the “2040 Notes Officers’ Certificate”), (vi) an officers’ certificate dated as of April 16, 2020 by Berkshire with respect to its 1.779% Senior Notes due 2050 (the “2050 Notes Officers’ Certificate”) and (vii) an officers’ certificate dated as of April 16, 2020 by Berkshire with respect to its 2.000% Senior Notes due 2060 (the “2060 Notes Officers’ Certificate”) ((i) through (vii) 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 9, 2020, filed with the Commission by Berkshire on April 13, 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.
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 2023 Notes Officers’ Certificate is attached hereto as Exhibit 4.2 and is incorporated herein by reference. A copy of the 2025 Notes Officers’ Certificate is attached hereto as Exhibit 4.3 and is incorporated herein by reference. A copy of the 2027 Notes Officers’ Certificate is attached hereto as Exhibit 4.4 and is incorporated herein by reference. A copy of the 2030 Notes Officers’ Certificate is attached hereto as Exhibit 4.5 and is incorporated herein by reference. A copy of the 2040 Notes Officers’ Certificate is attached hereto as Exhibit 4.6 and is incorporated herein by reference. A copy of the 2050 Notes Officers’ Certificate is attached hereto as Exhibit 4.7 and is incorporated herein by reference. A copy of the 2060 Notes Officers’ Certificate is attached hereto as Exhibit 4.8 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 |
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| 4.1 |
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| 4.2 |
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| 4.8 |
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| 5.1 |
Opinion of Munger, Tolles & Olson LLP, dated April 16, 2020, with respect to the Notes. | |||
| 23.1 |
Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1). | |||
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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 16, 2020 |
BERKSHIRE HATHAWAY INC. | |||||
| /s/ Marc D. Hamburg | ||||||
| By: Marc D. Hamburg | ||||||
| Senior Vice President and Chief Financial Officer |