CSX CORP false 0000277948 0000277948 2020-03-26 2020-03-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 26, 2020

 

CSX CORPORATION

(Exact name of registrant as specified in its charter)

 

Virginia

 

1-08022

 

62-1051971

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

500 Water Street, 15th Floor, Jacksonville, Florida

 

32202

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (904) 359-3200

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $1 Par Value

 

CSX

 

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  

 

 


Item 1.01. Entry into a Material Definitive Agreement

On March 26, 2020, CSX Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the Underwriters named therein (the “Underwriters”) for the public offering of $500,000,000 aggregate principal amount of the Company’s 3.800% Notes due 2050 (the “Notes”). The Notes were issued pursuant to an indenture, dated as of August 1, 1990, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as trustee, as supplemented by a First Supplemental Indenture dated as of June 15, 1991, a Second Supplemental Indenture dated as of May 6, 1997, a Third Supplemental Indenture dated as of April 22, 1998, a Fourth Supplemental Indenture dated as of October 30, 2001, a Fifth Supplemental Indenture dated as of October 27, 2003, a Sixth Supplemental Indenture dated as of September 23, 2004, a Seventh Supplemental Indenture dated as of April 25, 2007, an Eighth Supplemental Indenture dated as of March 24, 2010 and a Ninth Supplemental Indenture, dated as of February 12, 2019 (collectively, the “Indenture”) and an Action of Authorized Pricing Officers of the Company dated as of March 26, 2020. The Notes have been registered under the Securities Act of 1933, as amended (the “Act”), by a Registration Statement on Form S-3ASR (Registration No. 333-229627) which became effective February 12, 2019. On March 26, 2020, the Company filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(2) under the Act, its Prospectus, dated February 12, 2019, and Prospectus Supplement, dated March 26, 2020, pertaining to the offering and sale of the Notes.


The foregoing summary is qualified by reference to the Underwriting Agreement, the Action of Authorized Pricing Officers of the Company and the form of Notes, which are filed as exhibits to this Current Report on Form 8-K and are incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

See Item 1.01.

Item 9.01. Financial Statements and Exhibits

  (d) Exhibits required to be filed by Item 601 of Regulation S-K.

The following exhibits are filed as a part of this Report.

Exhibit
No.

   

Description

         
 

  1.1

   

Underwriting Agreement, dated March 26, 2020, among CSX Corporation, Barclays Capital Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the Underwriters named therein.

         
 

  4.1

   

Action of Authorized Pricing Officers of CSX Corporation dated March 26, 2020.

         
 

  4.2

   

Form of Notes.

         
 

  5.1.1

   

Opinion of Davis Polk & Wardwell LLP.

         
 

  5.1.2

   

Opinion of Hunton Andrews Kurth LLP.

         
 

23.1.1

   

Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1.1).

         
 

23.1.2

   

Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1.2).

         
 

104

   

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

CSX CORPORATION

             

Date: March 30, 2020

 

 

By:

 

/s/ Sean Pelkey

 

 

Name:

 

Sean Pelkey

 

 

Title:

 

Vice President and Treasurer

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