Berkshire Hathaway 8-K 2022-03-15

UNITED STATES

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) March 15, 2022

BERKSHIRE HATHAWAY INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(402) 346-1400

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE

(Former name or former address, if changed since last report.)

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):

Securities registered pursuant to Section 12(b) of the Act:

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 ☐

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. ☐

On March 15, 2022, Berkshire Hathaway Finance Corporation (“BHFC”) issued (i) $750,000,000 aggregate principal amount of its 2.300% Senior Notes due 2027, (ii) $1,000,000,000 aggregate principal amount of its 2.875% Senior Notes due 2032 and (iii) $2,750,000,000 aggregate principal amount of its 3.850% Senior Notes due 2052 ((i) through (iii) 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, 2022 (Registration Nos. 333-262384 and 333-262384-01) (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 March 7, 2022, 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 28, 2022, 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 March 15, 2022 by BHFC with respect to its 2.300% Senior Notes due 2027 (the “2027 Notes Officers’ Certificate”), (ii) an officers’ certificate dated as of March 15, 2022 by BHFC with respect to its 2.875% Senior Notes due 2032 (the “2032 Notes Officers’ Certificate”) and (iii) an officers’ certificate dated as of March 15, 2022 by BHFC with respect to its 3.850% Senior Notes due 2052 (the “2052 Notes Officers’ Certificate”) ((i) through (iii) collectively, 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 March 7, 2022, filed with the Commission by Berkshire and BHFC on March 9, 2022, 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, 2022, 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 2027 Notes Officers’ Certificate is attached hereto as Exhibit 4.2 and is incorporated herein by reference. A copy of the 2032 Notes Officers’ Certificate is attached hereto as Exhibit 4.3 and is incorporated herein by reference. A copy of the 2052 Notes Officers’ Certificate is attached hereto as Exhibit 4.4 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.

(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.