OMAHA, Neb., Sept. 16, 2016 /PRNewswire/ -- Union Pacific
Corporation (NYSE:UNP; and "Union Pacific" or the
"Corporation") today announced (a) the early results of its
private offers to exchange certain of its outstanding notes and
debentures referenced in the table below for a combination of new
notes due 2051 (the "New Notes") and cash (the "Exchange
Offers") and (b) an amendment to the Exchange Offers to
increase the Exchange Offers Limit (as defined below) from
$1,000,000,000 to $1,050,000,000. The outstanding notes and
debentures to be exchanged pursuant to the Exchange Offers are
collectively referred to as the "Existing Notes."
On September 1, 2016, Union
Pacific commenced ten separate Exchange Offers to eligible holders
in an amount that requires no more than $1,000,000,000 of New Notes to be issued pursuant
to the Exchange Offers (the "Exchange Offers Limit"),
subject to the applicable priorities and limitations as set forth
in Union Pacific's offering memorandum dated September 1, 2016 (the "Offering
Memorandum") and related letter of transmittal.
The approximate principal amount of the Existing Notes validly
tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York
City time, on September 15,
2016 (the "Early Exchange Date"), based on
information provided by the exchange agent to Union Pacific, is
$1,006,367,000, as described in
greater detail in the table below. The amount of outstanding
Existing Notes validly tendered and not validly withdrawn as of the
Early Exchange Date exceeded the minimum condition that Union
Pacific receive valid tenders of Existing Notes, not validly
withdrawn, that require the issuance of at least $500 million aggregate principal amount of New
Notes in accordance with the terms of the Exchange Offers.
The table below shows the principal amount of each series of
Existing Notes that has been tendered and not validly withdrawn
pursuant to the Exchange Offers as of the Early Exchange Date.
CUSIP Number
|
Title of Series
|
Aggregate
Principal
Amount
Outstanding
|
Acceptance Priority
Level
|
Principal Amount Tendered for Exchange as of Early
Exchange Date
|
907818DX3
|
4.850% Notes due
2044
|
$300,000,000
|
1
|
$153,947,000
|
907818DT2
|
4.821% Notes due
2044
|
$700,000,000
|
2
|
$372,740,000
|
907818DU9
|
4.750% Notes due
2043
|
$500,000,000
|
3
|
$204,324,000
|
907818DJ4
|
4.750% Notes due
2041
|
$500,000,000
|
4
|
$175,394,000
|
907818DE5 907818DF2
|
5.780% Notes due
2040
|
$89,545,000
|
5
|
$4,151,000
|
907818CX4
|
6.150% Debentures due
2037
|
$112,414,000
|
6
|
$2,444,000
|
907818CU0
|
6.250% Debentures due
2034
|
$230,929,000
|
7
|
$51,857,000
|
907818CS5
|
5.375% Debentures due
2033
|
$200,000,000
|
8
|
$15,246,000
|
907818BY3
|
7.125% Debentures due
2028
|
$177,060,000
|
9
|
$1,500,000
|
907818CF3
|
6.625% Debentures due
2029
|
$423,040,000
|
10
|
$24,764,000
|
The Corporation announced that, in accordance with its rights as
set forth in the Offering Memorandum and the related letter of
transmittal, it has amended the size of the Exchange Offers by
increasing the Exchange Offers Limit from $1,000,000,000 to $1,050,000,000.
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. In
accordance with the terms of the Exchange Offers, tendered Existing
Notes may no longer be withdrawn, except in certain limited
circumstances where additional withdrawal rights are required by
law.
The Exchange Offers are being conducted upon the terms and
subject to the conditions set forth in the Offering Memorandum 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 who has certified its
status as (1) a "qualified institutional buyer" as defined in
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), or (2) a person who is not a "U.S.
person" as defined under Regulation S under the Securities Act.
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 the 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.
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 Corporation