No. of Recommendations: 6
Section 4(a)(1) of the Securities Act of 1933 provides an exemption from registration for sales of shares in a company by anyone who isn't an issuer, underwriter, or dealer. The exemption allows them to sell their securities without formal registration, provided they aren't acting as underwriters in a public distribution. In this case, the KHC shares owned by BRK are common shares, already registered, so they can be sold freely at any time without registration (I am not aware of any lock-up agreement but there may be one.) Details of the spin-off haven't been announced yet, but presumably the shares of both companies will be registered and freely tradable after the closing. KHC can do buy-backs any time, but they have to be publicly disclosed.
The SEC filing that everyone is concerned about (technically, an update to the offering prospectus for the offering of shares in the spin-off) is a disclosure that the company has become aware that a large block of KHC shares could come on the market either before or after the spin-off, so they aren't later accused of failing to disclose a known material risk. The text is available here
https://ir.kraftheinzcompany.com/2835708c-0475-463.... It is unclear if BRK gave KHC some kind of non-public communication that prompted the update, although speculation is rampant. The price of KHC is, in fact, sinking on the news. Has Greg made any statement on KHC? Will he? Should he? Will be interesting to watch how this plays out.
P.S. I like KHC and have been accumulating lately. Anyone other than BRK, I would think this was a head fake. Onward!
abromber
