NORFOLK, Va., May 13, 2020 /PRNewswire/ -- Norfolk Southern
Corporation (NYSE: NSC) (the "Company") today announced the
expiration of the early exchange period in connection with its
offers (the "Exchange Offers") to certain eligible holders to
exchange outstanding debt securities listed in the table below
(collectively, the "Existing Notes") for cash and up to
$800,000,000 principal amount of the
Company's new Notes due 2055 (the "New Notes"), the complete terms
and conditions of which are set forth in a Confidential Offering
Memorandum, dated April 30, 2020 (the
"Offering Memorandum"), and the related letter of
transmittal.
In the Exchange Offers, according to information provided by
D.F. King & Co. Inc., the exchange agent for the Exchange
Offers, $1,896,741,000 in aggregate
principal amount of the Company's Existing Notes were validly
tendered and not validly withdrawn at or prior to 5 p.m., New York
City time, on May 13, 2020
(the "Early Exchange Date"), as more fully set forth below.
The table below indicates, among other things, the principal
amount of each series of Existing Notes validly tendered as of the
Early Exchange Date:
Cusip
Numbers
|
Title of
Security
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level(1)
|
Principal
Amount
Tendered by Early
Exchange Date
|
655844CB2
|
5.100% Notes due
2118
|
$800,000,000
|
1
|
$449,479,000
|
655844AK4
|
7.900% Notes due
2097
|
$225,222,000
|
2
|
$28,920,000
|
655844BD9
|
6.000% Notes due
2111
|
$121,731,000
|
3
|
$42,005,000
|
655844AV0
|
6.000% Notes due
2105
|
$184,118,000
|
4
|
$26,338,000
|
655844AF5
|
7.050% Notes due
2037
|
$178,995,000
|
5
|
$22,178,000
|
655844BR8
|
4.650% Notes due
2046
|
$600,000,000
|
6
|
$249,036,000
|
655844BN7
|
4.800% Notes due
2043
|
$291,829,000
|
7
|
$135,430,000
|
655844BH0 /
655844BE7
|
4.837% Notes due
2041
|
$595,504,000
|
8
|
$277,659,000
|
655844BQ0
|
4.450% Notes due
2045
|
$500,000,000
|
9
|
$223,194,000
|
655844CC0
|
4.100% Notes due
2049
|
$400,000,000
|
10
|
$215,825,000
|
655844BY3
|
4.150% Notes due
2048
|
$700,000,000
|
11
|
$226,677,000
|
________________________________
(1)
|
All Existing Notes
tendered for exchange in the Exchange Offers on or before the Early
Exchange Date will have priority over any Existing Notes that are
tendered after the Early Exchange Date.
|
Pricing for the Exchange Offers is expected to occur at
approximately 10 a.m., New York City time, on May 14, 2020. The Exchange Offers are scheduled
to expire at 11:59 p.m., New York City time, on May 28, 2020, unless extended or earlier
terminated.
Tenders of Existing Notes in the Exchange Offers may no longer
be withdrawn, except in certain limited circumstances where
additional withdrawal rights are required by law. Consummation of
the Exchange Offers is subject to a number of conditions as set
forth in the Offering Memorandum, including favorable tax treatment
for the Exchange Offers and the absence of certain adverse legal
and market developments.
If and when issued, the New Notes will not have been registered
under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities laws. The New Notes may not be
offered or sold in the United
States or to any U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws. The Company will enter into a registration
rights agreement with respect to the New Notes.
This news release does not constitute an offer or a solicitation
by the Company to participate in the Exchange Offers in any
jurisdiction in which it is unlawful to make such an offer or
solicitation.
About Norfolk Southern
Norfolk Southern Corporation (NYSE: NSC) is one of the nation's
premier transportation companies. Its Norfolk Southern Railway
Company subsidiary operates approximately 19,500 route miles in 22
states and the District of
Columbia, serves every major container port in the eastern
United States, and provides
efficient connections to other rail carriers. Norfolk Southern is a
major transporter of industrial products, including chemicals,
agriculture, and metals and construction materials. In addition,
the railroad operates the most extensive intermodal network in the
East and is a principal carrier of coal, automobiles, and
automotive parts.
Forward-looking statements
This press release contains forward-looking statements about
Norfolk Southern Corporation, including those related to the
offering and pricing of New Notes and whether or not Norfolk
Southern Corporation will consummate the Exchange Offers.
Forward-looking statements may be identified by the use of words
like "believe," "expect," "anticipate," "estimate," "plan,"
"consider," "project," and similar references to the future.
Forward-looking statements reflect Norfolk Southern's good-faith
evaluation of information available at the time the forward-looking
statements were made. These forward-looking statements are subject
to a number of risks and uncertainties, and our actual results may
differ materially from those projected. Please refer to Norfolk
Southern Corporation's annual and quarterly reports filed with the
SEC for a full discussion of those risks and uncertainties we view
as most important, including the risks and uncertainties related to
the COVID-19 pandemic. Forward-looking statements are not, and
should not be relied upon as, a guarantee of future performance or
results, nor will they necessarily prove to be accurate indications
of the times at or by which any such performance or results will be
achieved. As a result, actual outcomes and results may differ
materially from those expressed in forward-looking statements. We
undertake no obligation to update or revise forward-looking
statements.
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SOURCE Norfolk Southern Corporation