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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/15/20 Berkshire Hathaway Inc. 8-K:8,9 10/15/20 15:609K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 44K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 115K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 53K 4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 54K 5: EX-5.1 Opinion of Counsel re: Legality HTML 14K 11: R1 Document and Entity Information HTML 77K 13: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- d83868d8k_htm XML 44K 12: EXCEL IDEA Workbook of Financial Reports XLSX 6K 7: EX-101.DEF XBRL Definitions -- brka-20201015_def XML 51K 8: EX-101.LAB XBRL Labels -- brka-20201015_lab XML 87K 9: EX-101.PRE XBRL Presentations -- brka-20201015_pre XML 54K 6: EX-101.SCH XBRL Schema -- brka-20201015 XSD 23K 14: JSON XBRL Instance as JSON Data -- MetaLinks 17± 26K 15: ZIP XBRL Zipped Folder -- 0001193125-20-270050-xbrl Zip 67K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 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) i October 15, 2020
BERKSHIRE HATHAWAY INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE | i 001-14905 | i 47-0813844 | ||
(STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NUMBER) |
(I.R.S. EMPLOYER IDENTIFICATION NO.) |
i 3555 Farnam Street i Omaha, i Nebraska |
i 68131 | |
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) |
i (402) i 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):
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | 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 | ||
i Class A Common Stock | i BRK.A | i New York Stock Exchange | ||
i Class B Common Stock | i BRK.B | i New York Stock Exchange | ||
i 0.75% Senior Notes due 2023 | i BRK23 | i New York Stock Exchange | ||
i 1.125% Senior Notes due 2027 | i BRK27 | i New York Stock Exchange | ||
i 1.625% Senior Notes due 2035 | i BRK35 | i New York Stock Exchange | ||
i 1.300% Senior Notes due 2024 | i BRK24 | i New York Stock Exchange | ||
i 2.150% Senior Notes due 2028 | i BRK28 | i New York Stock Exchange | ||
i 0.250% Senior Notes due 2021 | i BRK21 | i New York Stock Exchange | ||
i 0.625% Senior Notes due 2023 | i BRK23A | i New York Stock Exchange | ||
i 2.375% Senior Notes due 2039 | i BRK39 | i New York Stock Exchange | ||
i 2.625% Senior Notes due 2059 | i BRK59 | i New York Stock Exchange | ||
i 0.000% Senior Notes due 2025 | i BRK25 | i 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 i ☐
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 October 15, 2020, Berkshire Hathaway Finance Corporation (“BHFC”) issued $750,000,000 aggregate principal amount of its 1.450% Senior Notes due 2030 (the “2030 Notes”) and $1,750,000,000 aggregate principal amount of its 2.850% Senior Notes due 2050 (the “2050 Notes” and together with the 2030 Notes, the “Notes”) under the Registration Statement. The Notes, which are fully and unconditionally guaranteed by Berkshire Hathaway Inc. (“Berkshire”), were sold pursuant to an underwriting agreement entered into on October 5, 2020, by and between (a) BHFC and Berkshire and (b) BofA Securities, Inc. and J.P. Morgan Securities LLC.
The Notes were issued under an Indenture, dated as of January 26, 2016, by and among Berkshire, BHFC and The Bank of New York Mellon Trust Company, N.A. (the “Indenture”) and (i) an officers’ certificate dated as of October 15, 2020 by Berkshire with respect to the 2030 Notes (the “2030 Notes Officers’ Certificate”) and (ii) an officers’ certificate dated as of October 15, 2020 by BHFC with respect to the 2050 Notes (the “2050 Notes Officers’ Certificate” and, together with the 2030 Notes Officers’ Certificate, 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 October 5, 2020, filed with the Commission by Berkshire and BHFC on October 7, 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 BHFC, 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 2030 Notes Officers’ Certificate is attached hereto as Exhibit 4.2 and is incorporated herein by reference. A copy of the 2050 Notes Officers’ Certificate 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
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.
October 15, 2020 | BERKSHIRE HATHAWAY INC. | |||||
/s/ Marc D. Hamburg | ||||||
By: Marc D. Hamburg | ||||||
Senior Vice President and Chief Financial Officer |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period end: | 10/15/20 | |||
10/7/20 | 424B5 | |||
10/5/20 | 424B5, FWP | |||
1/28/19 | S-3ASR | |||
1/26/16 | 5, S-3ASR | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/07/21 Berkshire Hathaway Finance Corp. 424B5 1:278K Donnelley … Solutions/FA 1/07/21 Berkshire Hathaway Inc. 424B5 1:323K Donnelley … Solutions/FA 1/05/21 Berkshire Hathaway Finance Corp. 424B5 1:275K Donnelley … Solutions/FA 1/05/21 Berkshire Hathaway Inc. 424B5 1:322K Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/26/16 Berkshire Hathaway Inc. S-3ASR 1/26/16 6:764K Donnelley … Solutions/FA |