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| BRK-A > SEC Filings for BRK-A > Form 8-K on 11-Feb-2013 | All Recent SEC Filings |
11-Feb-2013
Other Events, Financial Statements and Exhibits
On February 11, 2013, Berkshire Hathaway Inc. ("Berkshire") issued
(i) $300,000,000 aggregate principal amount of its 0.800% Senior Notes due 2016;
(ii) $800,000,000 aggregate principal amount of its 1.550% Senior Notes due
2018; (iii) $500,000,000 aggregate principal amount of its 3.000% Senior Notes
due 2023; and (iv) $1,000,000,000 aggregate principal amount of its 4.500%
Senior Notes due 2043 ((i), (ii), (iii), and (iv) collectively, 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
January 28, 2013 (Registration No. 333-186257) (the "Registration Statement").
The Notes were sold pursuant to an underwriting agreement entered into on
January 29, 2013, by and between (a) Berkshire and (b) Goldman, Sachs & Co. and
Wells Fargo Securities, LLC. The Notes are issued under an Indenture, dated as
of February 1, 2010, by and among Berkshire, Berkshire Hathaway Finance
Corporation, and The Bank of New York Mellon Trust Company, N.A., as trustee
(the "Indenture"), and an officers' certificate dated as of February 11, 2013
(the "Officers' Certificate").
The relevant terms of the Notes and the Indenture are further described under the caption "Description of the Notes" in the prospectus supplement, dated January 29, 2013, filed with the Commission by Berkshire on January 30, 2013 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 January 28, 2013, 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 Berkshire's Form S-3 Registration Statement filed on February 1, 2010, and is incorporated herein by reference. A copy of the Officers' Certificate (including the forms of the Notes) is attached hereto as Exhibit 4.2 and is incorporated herein by reference. The descriptions of the Indenture, the Officers' Certificate, and the Notes in this report are summaries and are qualified in their entirety by the terms thereof.
(d) Exhibits
1.1 Underwriting Agreement, dated January 29, 2013, by and between (i) Berkshire Hathaway Inc. and (ii) Goldman, Sachs & Co. 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 (Registration No. 333-164611) filed with the Commission on February 1, 2010).
4.2 Officers' Certificate of Berkshire Hathaway Inc., dated as of February 11, 2013, relating to (i) the 0.800% Senior Notes due 2016; (ii) the 1.550% Senior Notes due 2018; (iii) the 3.000% Senior Notes due 2023; and (iv) the 4.500% Senior Notes due 2043, including the forms of the Notes.
5.1 Opinion of Munger, Tolles & Olson LLP, dated February 11, 2013.
23.1 Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1).
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