Instead, Graham is putting together a package of assets in a new subsidiary that it could trade for its own shares. By including WPLG, the TV station valued at $364 million, the companies plan to meet a requirement that at least one-third of the value be contained in an active business.

Graham also will give Buffett’s company about $400 million in Berkshire stock. Either company may terminate the deal if it doesn’t qualify for “non-recognition of gain and loss,” the filing shows. Buffett, 83, didn’t return a message left with an assistant seeking comment.

Graham is focusing on businesses including its Kaplan education unit and a cable provider after selling the Washington Post last year to Amazon.com Inc. CEO Jeff Bezos. Rima Calderon, a spokeswoman for Washington-based Graham, declined to comment.

The asset swap will scale back an investment that Buffett had pledged would be a permanent holding. It will also recast his relationship with a business to which he has had deep personal ties. He served on the company’s board twice and was a confidant of longtime CEO Katharine Graham, who died in 2001. Don Graham, Katharine’s son and the company’s current CEO, is one of Buffett’s friends.

‘Tax-Efficient Manner’

“It allows Berkshire to reduce its holdings in Graham in a tax-efficient manner, and it also allows Graham Holdings to reduce its position in Berkshire Hathaway in an equally tax- efficient manner,” said Joshua Brady, a partner at Bingham McCutchen LLP in Washington who advises companies on split-off transactions. He wasn’t involved in the Berkshire deal.

Last year, Berkshire and Phillips 66 announced a similar transaction in which Buffett’s firm received a pipeline flow- improver business and cash in exchange for more than $1.3 billion of stock in the energy company. The shares had climbed since Phillips 66 was spun off from ConocoPhillips in 2012.

That followed a deal in 2008 in which Berkshire swapped stock it held in White Mountains in return for insurance businesses and more than $700 million in cash. The agreement was structured to avoid a taxable gain for both companies, according to a statement at the time.

One-Third Standard

In 2006, the U.S. Congress loosened rules that define active businesses, and lawmakers also set the one-third standard. Those changes followed complaints from businesses, and concerns that companies such as Janus Capital Group Inc. were structuring deals that were effectively disguised sales.