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BRK-A > SEC Filings for BRK-A > Form 8-K on 15-Aug-2013All Recent SEC Filings

Show all filings for BERKSHIRE HATHAWAY INC

Form 8-K for BERKSHIRE HATHAWAY INC


15-Aug-2013

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On August 15, 2013, Berkshire Hathaway Finance Corporation ("BHFC") issued
(i) $600,000,000 aggregate principal amount of its 0.950% Senior Notes due 2016 and (ii) $400,000,000 aggregate principal amount of its 2.000% Senior Notes due 2018, ((i) and (ii) 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, 2013 (Registration No. 333-186257) (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 August 6, 2013, by and between
(a) BHFC and Berkshire and (b) Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC (collectively, 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 August 15, 2013 (the "Officers' Certificates").

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 August 6, 2013, filed with the Commission by Berkshire on August 7, 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 registration statement on Form S-3 under the Securities Act filed with the Commission on February 1, 2010 (Registration No. 333-164611) and is incorporated herein by reference. Copies of the Officers' Certificates (including the forms of the Notes) are attached hereto as Exhibits 4.2 and 4.3 and are 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 Underwriting Agreement, dated August 6, 2013, by and between (a) Berkshire Hathaway Finance Corporation and Berkshire Hathaway Inc. and (b) Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC.

4.1 Indenture, dated as of February 1, 2010, among 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 Finance Corporation, dated as of August 15, 2013, including the form of Berkshire Hathaway Finance Corporation's 0.950% Senior Notes due 2016.

4.3 Officers' Certificate of Berkshire Hathaway Finance Corporation, dated as of August 15, 2013, including the form of Berkshire Hathaway Finance Corporation's 2.000% Senior Notes due 2018.

5.1 Opinion of Munger, Tolles & Olson LLP, dated August 15, 2013.

23.1 Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.1).


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