Proposed Acquisition of Control of Capitol Specialty Insurance Corporation by Berkshire Hathaway, Inc., O&M Acquisition Corp., and Warren E. Buffett

​​​​​​Last Updated:  September 8, 2022

​Information on the Acquisition of Control of Capitol Specialty Insurance Corporation by Berkshire Hathaway, Inc., O&M Acquisition Corp., and Warren E. Buffett

On April 22, 2022, Berkshire Hathaway, Inc., O&M Acquisition Corp., and Warren E. Buffett (“Berkshire Hathaway," “O&M" or “Merger Sub," respectively, and together with Mr. Buffett, the “Applicants"), submitted a Form A filing with the OCI regarding the acquisition of Capitol Indemnity Corporation and Capitol Specialty Insurance Corporation (“CIC" and “CSIC" respectively, and together the “Domestic Insurers"). The acquisition will occur as outlined in the Acquisition Agreement, dated March 20, 2022, between Berkshire Hathaway, O&M, and Alleghany Corporation (“Alleghany"), a New York Stock Exchange publicly traded company, that owns a number of insurance companies, including CIC and CSIC. Pursuant to the Acquisition Agreement, Berkshire Hathaway will acquire Alleghany, and therefore CIC and CSIC, via the Merger Sub, with Alleghany continuing as a wholly owned subsidiary of Berkshire Hathaway. The Holders of shares of common stock in Alleghany will be paid a purchase price of $848.02 per share in cash. The aggregate purchase price is approximately $11.6 billion and will be paid in cash by Berkshire Hathaway from its existing assets.

​The applicants filed the following documents with the OCI

• Transmittal Letter
  
• Form A​
  
• Acquisition Agreement
  
• Pre-Transaction Organizational Chart – Berkshire Hathaway
  
• Pre-Transaction Organizational Chart – Alleghany Corporation
  
• Post-Transaction Organizational Chart
  
• Competitive Impact Statement [CONFIDENTIAL]
• Current Executives Officers and Directors – Alleghany Corporation
  
• Current and Proposed Executive Officers and Directors – Domestic Insurers
  
• Biographical Affidavits of the Directors and Officers – Domestic Insurer [CONFIDENTIAL]
• Biographical Affidavits of the Directors and Officers – Applicants [CONFIDENTIAL]
• Confidential Supplement Cover Letter
  
• Berkshire Hathaway, Inc. Form 10-K for the Year Ended December 31, 2021
  
• Berkshire Hathaway, Inc. Form 10-K for the Year Ended December 31, 2020
  
• Berkshire Hathaway, Inc. Form 10-K for the Year Ended December 31, 2019
  
• Berkshire Hathaway, Inc. Form 10-K for the Year Ended December 31, 2018​
  
• Berkshire Hathaway, Inc. Form 10-K for the Year Ended December 31, 2017
  
• ​Proxy Statement
  
• ​​Three-year Financial Projections – Domestic Insurer [CONFIDENTIAL]
• Business Plan [CONFIDENTIAL]
  

Hearing Documents

• ​Notice of Hearing Notification
  
• Notice of Hearing​
• List of Exhibits
  
• Case Recommendation Memo
  
• Pre-filed Testimony - Applicants​
  
  

Proposed Decision

• Proposed Decision Notification
  
• Proposed Decision
  
• Waiver of Right to Object - Domestic Insurer
  
• Waiver of Right to Object - Applicants​
  

Final Decision​

• Final Decision Notification
  
• Final Decision​