Haslam family sells Berkshire Hathaway remaining 20% share of Pilot Travel Centers

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Jimmy Haslam, CEO of Pilot Flying J. and Warren Buffett, Chairman and CEO of Berkshire Hathaway.

Lacy O’Toole | CNBC

The Haslam family has sold its remaining 20% ownership interest in truck-stop giant Pilot Travel Centers to Berkshire Hathaway, both sides announced Tuesday.

The sale, whose terms were not disclosed, was announced more than a week after the Haslams and Berkshire Hathaway settled a billion-dollar Delaware Chancery Court lawsuit over an accounting method that the family complained would artificially depress the sale price of its stake in Pilot Travel Centers.

That settlement avoided what was scheduled to be a two-day trial beginning Jan. 8, with testimony from Berkshire Hathaway executive Greg Abel, the designated successor to company CEO Warren Buffett.

“Berkshire Hathaway now owns 100% of Pilot Travel Centers,” Berkshire said in a statement, which also said the sale by Haslams’ Pilot Corp. was “effective today.”

Berkshire Hathaway in a regulatory filing last year listed the Haslams’ noncontrolling interest in Pilot Travel Centers at a value of around $3.2 billion.

But the since-settled lawsuit raised concerns that could be cut by as much as $1.2 billion.

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PTC is the largest operator of travel centers in North America, with more than 750 locations under the Pilot and Flying J brands.

Berkshire in separate transactions in 2017 and January 2023 spent $11 billion to buy out the majority stake in PTC owned by the Haslams.

Under the terms of the 2023 transaction, the family had the option to compel Berkshire to buy their remaining 20% stake in PTC within a 60-day window every year. The sales price would be equal to 10 times PTC’s stated earnings in the prior year.

The Haslams last year sued Berkshire in a complaint that accused the conglomerate of using so-called pushdown accounting at PTC without authorization from the family.

That form of accounting would lower the PTC’s reported net income, and thereby reduce how much Berkshire could be forced to pay for the family’s remaining stake if the Haslams exercised their “put” option.

“Pilot started with one gas station 65 years ago, and because of the dedicated and exceptional team members we have had throughout our history, it is now an industry leader,” said Jim Haslam II in a statement Tuesday announcing his family’s sale of that stake. Haslam started the company from a single gas station 65 years ago.

“While this has certainly been an emotional decision for us, it is one we felt was right for our family at this time. We look forward to continuing to support our life-long home of Knoxville, Tennessee, and to furthering our deep commitment and philanthropy throughout the region that we all love,” he said.

In December, it was reported that federal prosecutors in New York were investigating allegations made by Berkshire that Cleveland Browns owner Jimmy Haslam III had offered payments to PTC executives in exchange for help boosting the value of the company to benefit the family in any compelled sale.

The Haslams denied Berkshire’s claims about the younger Haslam, whose brother Bill Haslam is the former governor of Tennessee.