OMAHA, Neb., Sept. 1, 2016 /PRNewswire/ -- Union Pacific
Corporation (NYSE:UNP; and "Union Pacific" or the
"Corporation") today announced the commencement of private
offers to exchange certain of its outstanding notes and debentures
as set forth in the table below for a combination of new notes due
2051 (the "New Notes") and cash (the "Exchange
Offers"). The outstanding notes and debentures to be
exchanged pursuant to the Exchange Offers are collectively referred
to as the "Existing Notes."
The Exchange Offers are being conducted upon the terms and
subject to the conditions set forth in an offering memorandum dated
September 1, 2016, and the related
letter of transmittal. The Exchange Offers are only made, and
copies of the offering documents will only be made available, to a
holder of the Existing Notes that has certified its status as
(1) a "qualified institutional buyer" as defined in
Rule 144A under the Securities Act of 1933 (the "Securities
Act") or (2) a person who is not a "U.S. person" as
defined under Regulation S under the Securities Act (each, an
"Eligible Holder").
The following table sets forth the Existing Notes that are
subject to the Exchange Offers:
CUSIP
Number
|
Title of
Series
|
Aggregate
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
907818DX3
|
4.850% Notes due
2044
|
$300,000,000
|
1
|
907818DT2
|
4.821% Notes due
2044
|
$700,000,000
|
2
|
907818DU9
|
4.750% Notes due
2043
|
$500,000,000
|
3
|
907818DJ4
|
4.750% Notes due
2041
|
$500,000,000
|
4
|
907818DE5 907818DF2
|
5.780% Notes due
2040
|
$89,545,000
|
5
|
907818CX4
|
6.150% Debentures due
2037
|
$112,414,000
|
6
|
907818CU0
|
6.250% Debentures due
2034
|
$230,929,000
|
7
|
907818CS5
|
5.375% Debentures due
2033
|
$200,000,000
|
8
|
907818BY3
|
7.125% Debentures due
2028
|
$177,060,000
|
9
|
907818CF3
|
6.625% Debentures due
2029
|
$423,040,000
|
10
|
Union Pacific will make ten separate Exchange Offers to Eligible
Holders in an amount that requires no more than $1,000,000,000 of New Notes be issued pursuant to
the Exchange Offers (the "Exchange Offers Limit").
There will be sufficient New Notes for Union Pacific to accept any
and all of the 4.850% Notes due 2044 properly tendered and accepted
in the exchange. The remaining amounts of each other series
of Existing Notes that are exchanged in the Exchange Offers will be
determined in accordance with the Exchange Offers Limit and the
priorities set forth in the "Acceptance Priority Level" column in
the table above and as further detailed in the offering
memorandum. Union Pacific reserves the right to increase the
Exchange Offers Limit as provided in the offering memorandum.
The Exchange Offers are also subject to certain conditions,
including the requirement that Eligible Holders tender and do not
validly withdraw an amount of Existing Notes that requires the
issuance of at least $500,000,000
aggregate principal amount of New Notes in accordance with the
terms of the Exchange Offers.
Eligible Holders of Existing Notes that tender their Existing
Notes prior to 5:00 p.m.,
New York City time, on
September 15, 2016, subject to any
extension by Union Pacific (the "Early Exchange Date"), will
receive an additional early exchange premium.
The Exchange Offers will expire at 11:59
p.m., New York City time,
on September 29, 2016, unless
extended or earlier terminated by Union Pacific (the "Expiration
Date"). Tenders of Existing Notes in the Exchange Offers
may be validly withdrawn at any time prior to 5:00 p.m.,
New York City time, on
September 15, 2016, subject to
extension by Union Pacific (the "Withdrawal Deadline"), but
not thereafter, except in certain limited circumstances where
additional withdrawal rights are required by law.
The New Notes have not been registered under the Securities Act
or any state securities laws. Therefore, the New Notes may
not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act and any
applicable state securities laws.
This press release is not an offer to sell or a solicitation of
an offer to buy any security. The Exchange Offers are being
made solely by the offering memorandum and related letter of
transmittal and only to such persons and in such jurisdictions as
is permitted under applicable law.
Documents relating to the Exchange Offers will only be
distributed to holders of Existing Notes that complete and return a
letter of eligibility confirming that they are eligible investors
for the Exchange Offers. Holders of Existing Notes that
desire to review the eligibility letter may visit the website for
this purpose at http://www.dfking.com/unp or contact
D.F. King & Co., Inc., the information agent for the
Exchange Offers, at (212) 269‑5550 or (800) 848‑3402 or
by email at unp@dfking.com.
Investor contact is Gary
Grosz, (402) 544-6175
Media contact is Calli Hite,
(402) 544-3026
Forward-looking Statements
This press release and related materials (including
information in oral statements or other written statements made or
to be made by us), may contain statements that are, or will be,
forward‑looking statements as defined by the Securities
Act of 1933 and the Securities Exchange Act of 1934.
Forward‑looking statements and information also generally
include, without limitation, any other statements or information
regarding: expectations as to operational or service improvements;
expectations regarding the effectiveness of steps taken or to be
taken to improve operations, service, infrastructure improvements,
and transportation plan modifications; expectations as to cost
savings, revenue growth, and earnings; the time by which goals,
targets, or objectives will be achieved; projections, predictions,
expectations, estimates or forecasts as to the Corporation's and
its subsidiaries' business, financial and operational results,
future economic performance and general economic conditions;
proposed new products and services; estimates of costs relating to
environmental remediation and restoration; estimates and
expectations regarding tax matters, expectations that claims,
litigation, environmental costs, commitments, contingent
liabilities, labor negotiations or agreements or other matters will
not have a material adverse effect on the Corporation's
consolidated results of operations, financial condition, or
liquidity and any other similar expressions concerning matters that
are not historical facts.
Forward‑looking statements and information reflect the
good faith consideration by management of currently available
information, and may be based on underlying assumptions believed to
be reasonable under the circumstances. However, such information
and assumptions (and, therefore, such forward‑looking
statements and information) are or may be subject to
variables or unknown or unforeseeable events or circumstances over
which management has little or no influence or control. The Risk
Factors in Item 1A of the Corporation's 2015 Annual Report on Form
10-K, filed February 5, 2016, could
affect the Corporation's future results and could cause those
results or other outcomes to differ materially from those expressed
or implied in the forward‑looking statements, and
this press release should be read in conjunction with these Risk
Factors. To the extent circumstances require or the Corporation
deems it otherwise necessary, the Corporation will update or amend
these risk factors in a Form 10-Q or Form 8-K.
Forward‑looking statements should not be read as a
guarantee of future performance or results, and will not
necessarily be accurate indications of the times that, or by which,
such performance or results will be achieved. Forward‑looking
information is subject to risks and uncertainties that could cause
actual performance or results to differ materially from those
expressed in the statements.
Forward‑looking statements speak only as of, and are
based only upon information available on, the date the statements
were made. The Corporation assumes no obligation to update
forward‑looking information to reflect actual results, changes in
assumptions or changes in other factors affecting forward‑looking
information. If the Corporation does update one or more
forward‑looking statements, no inference should be drawn
that the Corporation will make additional updates with respect
thereto or with respect to other forward‑looking
statements.
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SOURCE Union Pacific