Berkshire Hathaway Files Amended 13D on USG

Warren Buffett's conglomerate Berkshire Hathaway has filed an amended 13D with the SEC regarding its position in USG Corporation (USG).  Per the filing, Berkshire owns 30.8% of the company with 43.38 million shares as of March 23rd.

This is up slightly from the 39 million shares Berkshire reported owning at the end of 2017 per their most recent 13F filing.

The main reason for the filing is the information below, pulled verbatim from the filing:

"From time to time, beginning many years ago, executives of Gebr. Knauf Verwaltungsgesellschaft KG (“Gebr. Knauf”) and/or C & G Verwaltungs GmbH (“C & G Verwaltungs” and, together with Gebr. Knauf, the “Knauf Entities”) have contacted Berkshire’s Chief Executive Officer (“CEO”) to describe the Knauf Entities’ potential and conditional interest in a transaction with USG. Most recently, the Knauf Entities furnished Berkshire a copy of a letter from Gebr. Knauf to USG dated March 15, 2018 in which Gebr. Knauf submitted an indicative and non-binding proposal for the acquisition of 100% of the outstanding shares of Common Stock of USG at $42.00 per share.

On March 23, 2018 Berkshire’s CEO and another Berkshire executive held a telephonic discussion with two executives of the Knauf Entities and three representatives of one of the advisors of the Knauf Entities, during which Berkshire proposed to grant to the Knauf Entities an option to purchase all of the Berkshire Entities’ shares of Common Stock of USG, subject to legal review. Such option would be exercisable only in connection with the consummation of a purchase by the Knauf Entities of all of the outstanding shares of Common Stock of USG that the Knauf Entities did not already own, at a price of not less than $42.00 per share, subject to and in accordance with applicable law and contractual restrictions. The option exercise price per share was proposed by Berkshire to be the price per share paid to such other holders of Common Stock of USG by the Knauf Entities, less the option purchase price of $2.00 per share to be paid to the Berkshire Entities upon entering into a definitive option agreement. The option would have a term of approximately 6 months.

The Knauf Entities have not responded to this proposal, and the Reporting Persons do not know whether the Knauf Entities will pursue further discussion with Berkshire of the proposed option or will make an offer to purchase shares of Common Stock of USG. Berkshire has not agreed to support any plan or proposal by the Knauf Entities with respect to the Common Stock of USG, and there are no agreements, written or otherwise, between the Reporting Persons and the Knauf Entities.Depending upon price, market conditions, availability of funds, evaluation of other investment opportunities, and other factors, the Reporting Persons may at any time and from time to time sell or otherwise dispose of some or all of the shares of Common Stock of USG held by them, either as contemplated by the Registration Rights Agreement or in another manner permitted by applicable law."

Berkshire Hathaway to Convert USG Notes into Common Stock

Warren Buffett's Berkshire Hathaway filed an amended 13D with the SEC recently on USG (USG).  Per the filing, they note that the company has issued a notice of redemption on the outstanding aggregate principal amount of notes on April 17th, 2014.

Berkshire's notes are convertible into 87.7193 shares of common stock per $1,000 principal amount of notes owned (based on a conversion price of $11.40 per share).  Berkshire will elect to convert all of the outstanding notes held by them into over 4.9 million shares of USG common stock (the aggregate principal amount of just over $56.1 million).

After this conversion, Berkshire will own over 39 million shares of USG, up from their holdings of 34.8 million at the end of 2013.

You can view additional recent portfolio activity by Berkshire Hathaway here.

Per Google Finance, USG is "a manufacturer and distributor of building materials. The Company produces a range of products for use in new residential, new nonresidential, and residential and nonresidential repair and remodel construction, as well as products used in certain industrial processes. The Company operates in three segments: North American Gypsum, Building Products Distribution and Worldwide Ceilings. The Company’s North American Gypsum manufactures and markets gypsum and related products in the United States, Canada and Mexico. The Building Products Distribution segment consists of L&W Supply. The Worldwide Ceilings segment manufactures and markets interior systems products worldwide."