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) January 11, 2011

 

 

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 11, 2011, Berkshire Hathaway Finance Corporation (“BHFC”) issued (i) $750,000,000 aggregate principal amount of its 4.250% Senior Notes due 2021; (ii) $375,000,000 aggregate principal amount of its 1.500% Senior Notes due 2014 (collectively, the “Fixed Rate Notes”); and (iii) $375,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2014 (the “Floating Rate Notes” and together with the Fixed Rate Notes, the “Notes”), under a registration statement on Form S-3 under the Securities Act of 1933, as amended, filed with the Securities and Exchange Commission (the “Commission”) on February 1, 2010 (Registration No. 333-164611) (the “Registration Statement”). The Notes, which will be fully and unconditionally guaranteed by Berkshire Hathaway Inc. (“Berkshire”), were sold pursuant to an underwriting agreement (the “Underwriting Agreement”) entered into on January 3, 2011, by and among BHFC, Berkshire, Goldman, Sachs & Co., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (the “Underwriters”). The Notes are issued under an Indenture, dated as of February 1, 2010, by and among BHFC, as issuer, Berkshire, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”), and officers’ certificates dated as of January 11, 2011. The relevant terms of the Notes and the Indenture are further described under the caption “Description of the Notes and Guarantee” in the prospectus supplement, dated January 3, 2011, filed with the Commission by Berkshire on January 4, 2011 pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended, and in the section entitled “Description of the Debt Securities” in the base prospectus, dated February 1, 2010, 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. Copies of the Notes are attached hereto as Exhibits 4.2, 4.3 and 4.4 and are incorporated herein by reference. The descriptions of the Indenture and the Notes in this report are summaries and are qualified in their entirety by the terms thereof.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

1.1    Underwriting Agreement, dated January 3, 2011, by and among Berkshire Hathaway Finance Corporation, Berkshire Hathaway Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC.
4.1    Indenture, dated as of February 1, 2010, among the 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 2010 (Registration No. 333-164611) filed with the Commission on February 1, 2010).
4.2    Officers’ Certificate of Berkshire Hathaway Finance Corporation, dated as of January 11, 2011 relating to the 4.250% Senior Notes due 2021.
4.3    Form of 4.250% Senior Notes due 2021.
4.4    Officers’ Certificate of Berkshire Hathaway Finance Corporation, dated as of January 11, 2011 relating to the 1.500% Senior Notes due 2014.
4.5    Form of 1.500% Senior Notes due 2014.
4.6    Officers’ Certificate of Berkshire Hathaway Finance Corporation, dated as of January 11, 2011 relating to the Floating Rate Senior Notes due 2014.
4.7    Form of Floating Rate Senior Notes due 2014.
5.1    Opinion of Munger, Tolles & Olson LLP, dated January 11, 2011.
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 11, 2011

   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 3, 2011, by and among Berkshire Hathaway Finance Corporation, Berkshire Hathaway Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC
  4.1    Indenture, dated as of February 1, 2010, among the 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 2010 (Registration No. 333-164611) filed with the Commission on February 1, 2010)
  4.2    Officers’ Certificate of Berkshire Hathaway Finance Corporation, dated as of January 11, 2011 relating to the 4.250% Senior Notes due 2021.
  4.3    Form of 4.250% Senior Note due 2021
  4.4    Officers’ Certificate of Berkshire Hathaway Finance Corporation, dated as of January 11, 2011 relating to the 1.500% Senior Notes due 2014.
  4.5    Form of 1.500% Senior Notes due 2014
  4.6    Officers’ Certificate of Berkshire Hathaway Finance Corporation, dated as of January 11, 2011 relating to the Floating Rate Senior Notes due 2014.
  4.7    Form of Floating Rate Senior Notes due 2014
  5.1    Opinion of Munger, Tolles & Olson LLP, dated January 11, 2011
23.1    Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1)