From the SEC 8-K Filing regarding Berkshire Hathaway (BRK.A) and Dow Chemical (DOW).
“On July 7, 2008 and July 8, 2008, respectively, the Company entered into equity commitment letters (the “Equity Commitment Letters”) with Berkshire Hathaway Inc. (“BHI”) and the Kuwait Investment Authority (“KIA” and, together with BHI, the “Commitment Parties”) pursuant to which the Commitment Parties agreed to acquire 3,000,000 and 1,000,000 shares, respectively, of cumulative convertible perpetual preferred stock of the Company, having a liquidation preference $1,000 per share (the “Convertible Preferred Stock”), for an aggregate consideration of $4.0 billion. These commitments are conditioned upon the closing of the Merger and are subject to other customary conditions precedent.
Under the Equity Commitment Letters, each share of the Convertible Preferred Stock may be converted at any time, at the option of the holder, into 24.2010 shares of the Company’s common stock, subject to customary antidilution adjustments and certain other adjustments, which represents an initial conversion price of approximately $41.32 per share. The conversion price reflects a premium of 20% over the average of the daily volume weighted average price per share of the Company’s common stock for the period from July 7, 2008 through July 9, 2008. On or after five years from the date on which the Convertible Preferred Stock is issued, the Company may, at its option, at any time or from time to time, cause some or all of the Convertible Preferred Stock to be converted into shares of the Company’s common stock at the then applicable conversion rate if, for 20 trading days within any period of 30 consecutive trading days ending on the trading day preceding the date the Company gives notice of conversion at its option, the closing price of the Company’s common stock exceeds 130% of the then-applicable conversion price. Dividends on the Convertible Preferred Stock are payable at the rate of 8.5% per annum, in either cash, common stock or a combination of both, at the option of the Company.
Under the Equity Commitment Letters, each Commitment Party has agreed to be subject to certain standstill provisions and not to transfer, hypothecate, sell or hedge the Convertible Preferred Stock, any common stock of the Company received upon conversion of the Convertible Preferred Stock, or its exposure to the common stock of the Company for a period of five years following the closing of the Merger, subject to certain exceptions.”
Disclosure (“none” means no position):Long dow ,None
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