8-KOther Events

BERKSHIRE HATHAWAY INC 8-K Report (Aug 3, 2001)

Filed August 3, 2001For Securities:BRK-BBRK-A

Summary

Berkshire Hathaway Inc. (BRK-B) has announced its entry into an Agreement and Plan of Merger with XTRA Corporation, a Delaware-based company. This agreement outlines a cash tender offer where Berkshire's wholly-owned subsidiary, BX Merger Sub Inc., will purchase all outstanding shares of XTRA common stock for $55.00 per share. The tender offer is scheduled to commence on August 14, 2001, and is not contingent on financing. The acquisition is expected to be completed via a merger following the tender offer. Importantly, a significant portion of XTRA's stock (approximately 30%) is held by parties including Tiger Management L.L.C. and Julian H. Robertson, Jr., who have agreed to tender their shares and support the transaction. This agreement, along with regulatory approvals and other customary conditions, forms the basis for the proposed acquisition.

Key Highlights

  • 1Berkshire Hathaway Inc. entered into a Merger Agreement with XTRA Corporation on July 30, 2001.
  • 2Berkshire's subsidiary, BX Merger Sub Inc., will launch a cash tender offer for all XTRA common stock at $55.00 per share.
  • 3The tender offer is unconditional regarding financing and is set to begin on August 14, 2001.
  • 4A subsequent merger is planned, where XTRA stockholders will receive $55.00 per share in cash.
  • 5Major XTRA stockholders, collectively holding about 30% of the shares, have agreed to tender their stock and support the merger.
  • 6The acquisition is subject to regulatory approvals, including antitrust reviews in the U.S., Canada, and Mexico.
  • 7XTRA's Board of Directors has unanimously approved the merger agreement.

Frequently Asked Questions

This 8-K filing announces Berkshire Hathaway Inc.'s definitive agreement to acquire XTRA Corporation through a cash tender offer and subsequent merger.

Berkshire Hathaway is offering $55.00 per share in cash for all outstanding shares of XTRA Corporation common stock.

The tender offer is not subject to any financing conditions. However, it is conditioned upon a majority of XTRA's outstanding shares being tendered and not withdrawn, regulatory approvals (including antitrust), and other customary closing conditions.

The agreement with these major XTRA stockholders, who own approximately 30% of the company, is significant as they have committed to tender their shares, vote in favor of the merger, and not pursue alternative acquisition proposals. This substantially de-risks the tender offer and increases the likelihood of its success.