SEC Company Response from BERKSHIRE HATHAWAY FINANCE CORP (CIK 0001274791) — Aug 24, 2005
BERKSHIRE HATHAWAY FINANCE CORP (CIK 0001274791)
Date: Aug. 24, 2005 · CIK: 0001274791 · Accession: 0000950129-05-008625
AI Filing Summary & Sentiment
File numbers found in text: 333-127369
Referenced dates: August 12, 2005
Letter
Re:
Berkshire Hathaway Finance Corporation
1440 Kiewit Plaza
Omaha, Nebraska 68131
August 24, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Berkshire Hathaway Finance Corporation
Berkshire Hathaway Inc.
Registration Statement on Form S-4, filed August 9, 2005
File No. 333-127369
Ladies and Gentlemen:
This letter indicates the responses of the registrants, Berkshire Hathaway Finance Corporation (the “Company”) and Berkshire Hathaway Inc. (collectively referred to herein as the “Registrant”), to the comments of the staff set forth in your letter dated August 12, 2005 in relation to the Form S-4 (333-127369), filed by the Registrant on August 9, 2005, relating to the registration of the Company’s 4.75% Senior Notes due 2012 and its Floating Rate Senior Notes due 2008 (the “Exchange Notes”) to be exchanged for the Company’s currently outstanding 4.75% Senior Notes due 2012 and Floating Rate Senior Notes due 2008, issued on May 18, 2005 (the “Exchange Offer”).
This letter confirms that the Registrant is conducting the Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Shearman and Sterling (pub. Avail. July 2, 1993). The Registrant also represents to the Commission that:
(i)
it has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer;
(ii)
to the best of its information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer; and
(iii)
it will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the Exchange Notes to be acquired in the Exchange Offer (A) could not rely on the staff position enunciated in Exxon Capital Holdings Corporation or similar letters and (B) must comply with registration and prospectus delivery requirements of the Securities Act of 1933 in connection with a secondary resale transaction. The Registrant
acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K.
Very truly yours,
BERKSHIRE HATHAWAY FINANCE CORPORATION
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Berkshire Hathaway Finance Corporation
1440 Kiewit Plaza
Omaha, Nebraska 68131
August 24, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re:
Berkshire Hathaway Finance Corporation
Berkshire Hathaway Inc.
Registration Statement on Form S-4, filed August 9, 2005
File No. 333-127369
Ladies and Gentlemen:
This letter indicates the responses of the registrants, Berkshire Hathaway Finance Corporation
(the “Company”) and Berkshire Hathaway Inc. (collectively referred to herein as the “Registrant”),
to the comments of the staff set forth in your letter dated August 12, 2005 in relation to the Form
S-4 (333-127369), filed by the Registrant on August 9, 2005, relating to the registration of the
Company’s 4.75% Senior Notes due 2012 and its Floating Rate Senior Notes due 2008 (the “Exchange
Notes”) to be exchanged for the Company’s currently outstanding 4.75% Senior Notes due 2012 and
Floating Rate Senior Notes due 2008, issued on May 18, 2005 (the “Exchange Offer”).
This letter confirms that the Registrant is conducting the Exchange Offer in reliance on the
position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13,
1988), Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Shearman and
Sterling (pub. Avail. July 2, 1993). The Registrant also represents to the Commission that:
(i)
it has not entered into any arrangement or understanding with any person to
distribute the Exchange Notes to be received in the Exchange Offer;
(ii)
to the best of its information and belief, each person participating in the
Exchange Offer is acquiring the Exchange Notes in the ordinary course of business and
has no arrangement or understanding with any person to participate in the distribution
of the Exchange Notes to be received in the Exchange Offer; and
(iii)
it will make each person participating in the Exchange Offer aware (through
the Exchange Offer prospectus or otherwise) that if the Exchange Offer is being
registered for the purpose of secondary resales, any securityholder using the Exchange
Offer to participate in a distribution of the Exchange Notes to be acquired in the
Exchange Offer (A) could not rely on the staff position enunciated in Exxon Capital
Holdings Corporation or similar letters and (B) must comply with registration and
prospectus delivery requirements of the Securities Act of 1933 in connection with a
secondary resale transaction. The Registrant
acknowledges that such a secondary resale transaction should be covered by an
effective registration statement containing the selling security holder information
required by Item 507 of Regulation S-K.
Very truly yours,
BERKSHIRE HATHAWAY FINANCE CORPORATION
By:
/s/ Marc D. Hamburg
Marc D. Hamburg
President
BERKSHIRE HATHAWAY INC.
By:
/s/ Marc D. Hamburg
Marc D. Hamburg
Vice President and Chief Financial Officer