8-KMaterial AgreementsExhibits & Filings

BERKSHIRE HATHAWAY INC 8-K Report, Material Agreement (Feb 14, 2013)

Filed February 14, 2013For Securities:BRK-BBRK-A

Summary

Berkshire Hathaway Inc. (BRK-B) filed an 8-K on February 14, 2013, to report a significant material definitive agreement. The company entered into an equity commitment letter on February 13, 2013, to invest $12.12 billion in Hawk Acquisition Holding Corporation. This investment is intended to partially fund the consideration for a merger agreement with H. J. Heinz Company, where Berkshire will acquire a package of preferred stock, common stock, and warrants in the holding company of Heinz. The preferred stock component of Berkshire's investment will carry a liquidation preference of $8 billion and a 9% dividend, with redemption provisions for both parties. This substantial equity commitment signals a major strategic investment by Berkshire Hathaway, underscoring its continued appetite for large-scale acquisitions and its long-term view on established businesses.

Key Highlights

  • 1Berkshire Hathaway entered into an Equity Commitment Letter on February 13, 2013.
  • 2The company committed to investing $12.12 billion in Hawk Acquisition Holding Corporation.
  • 3This investment is part of the funding for the merger agreement between H. J. Heinz Company and Hawk Acquisition Holding Corporation.
  • 4Berkshire will acquire a package of preferred stock, common stock, and warrants in the holding company.
  • 5The preferred stock investment will have an $8 billion liquidation preference and a 9% dividend.
  • 6The preferred stock has redemption rights for both Berkshire and the issuer under specific circumstances.

Frequently Asked Questions

This 8-K filing announces Berkshire Hathaway's entry into a material definitive agreement, specifically an equity commitment letter, to invest a significant amount in a company that will merge with H. J. Heinz.

Berkshire Hathaway is investing $12.12 billion to acquire a package of preferred stock, common stock, and warrants in Hawk Acquisition Holding Corporation, the entity involved in the merger with Heinz.

The preferred stock will have a liquidation preference of $8 billion and will pay or accrue a 9% dividend. It also includes provisions for redemption at the request of either Berkshire or the issuer under certain conditions.

The transaction involves H. J. Heinz Company, Hawk Acquisition Holding Corporation, and 3G Capital, which also provided an equity commitment to Hawk Acquisition Holding Corporation.