Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
BRK-A > SEC Filings for BRK-A > Form 8-K on 14-Aug-2014All Recent SEC Filings

Show all filings for BERKSHIRE HATHAWAY INC

Form 8-K for BERKSHIRE HATHAWAY INC


14-Aug-2014

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

On August 14, 2014, Berkshire Hathaway Inc. ("Berkshire") issued $750,000,000 aggregate principal amount of its 2.100% Senior Notes due 2019 (the "2.100% 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 2.100% Notes, were sold pursuant to an underwriting agreement entered into on August 7, 2014, by and between
(a) Berkshire and (b) Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC (collectively, the "Underwriters").

On August 14, 2014, Berkshire Hathaway Finance Corporation ("BHFC") issued $400,000,000 aggregate principal amount of its Floating Rate Senior Notes due August 2017 (the "Floating Rate Notes" and together with the 2.100% Notes collectively, the "Notes") under the Registration Statement. The Floating Rate Notes, which will be fully and unconditionally guaranteed by Berkshire, were sold pursuant to an underwriting agreement entered into on August 7, 2014, by and between (a) BHFC and Berkshire and (b) the Underwriters.

The Notes are issued under an Indenture, dated as of February 1, 2010, by and among Berkshire, as issuer and guarantor, BHFC, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Indenture"), and (a) an officers' certificate dated as of August 14, 2014 by Berkshire with respect to the 2.100% Notes (the "2.100% Notes Officers' Certificate") and (b) an officers' certificate dated as of August 14, 2014 by BHFC with respect to the Floating Rate Notes (the "Floating Rate Notes Officers' Certificate," and together with the 2.100% Notes Officers' Certificate collectively, the "Officers' Certificates").

The relevant terms of the 2.100% Notes and the Indenture are further described under the caption "Description of the Notes" in the prospectus supplement, dated August 7, 2014, filed with the Commission by Berkshire on August 8, 2014, 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 relating to debt securities of Berkshire, dated January 28, 2013, included in the Registration Statement, which descriptions are incorporated herein by reference. The relevant terms of the Floating Rate Notes and the Indenture are further described under the caption "Description of the Notes and Guarantees" in the prospectus supplement, dated August 7, 2014, filed with the Commission by Berkshire on August 8, 2014, 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 relating to debt securities of BHFC, 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. A copy of the 2.100% Notes Officers' Certificate (including the form of the 2.100% Notes) is attached hereto as Exhibit 4.2 and is incorporated herein by reference. A copy of the Floating Rate Notes Officers' Certificate (including the form of the Floating Rate Notes) 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

1.1 Underwriting Agreement, dated August 7, 2014, by and between (a) Berkshire Hathaway Inc. and (b) Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC.

1.2 Underwriting Agreement, dated August 7, 2014, 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 Inc., dated as of August 14, 2014, including the form of Berkshire Hathaway Inc.'s 2.100% Senior Notes due 2019.

4.3 Officers' Certificate of Berkshire Hathaway Finance Corporation, dated as of August 14, 2014, including the form of Berkshire Hathaway Finance Corporation's Floating Rate Senior Notes due August 2017.

5.1 Opinion of Munger, Tolles & Olson LLP, dated August 14, 2014, with respect to the 2.100% Senior Notes due 2019.

5.2 Opinion of Munger, Tolles & Olson LLP, dated August 14, 2014, with respect

        to the Floating Senior Rate Notes due August 2017.

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

23.2    Consent of Munger, Tolles & Olson LLP (included in Exhibit 5.2).


  Add BRK-A to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for BRK-A - All Recent SEC Filings
Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.