NORFOLK, Va., May 14, 2020 /PRNewswire/ -- Norfolk
Southern Corporation (NYSE: NSC)
(the "Company") today announced the pricing of its offers (the
"Exchange Offers") to certain eligible holders to exchange
outstanding debt securities listed in the table below (together,
the "Existing Notes") for cash and up to $800,000,000 aggregate 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. The
Company also announced that it will pay interest on the New Notes
at a rate per annum equal to 3.155%, as calculated in accordance
with the Offering Memorandum.
Existing Notes validly tendered and accepted by the Company at
or prior to 5 p.m., New York City time, on May 13, 2020 (the "Early Exchange Date"), are
expected to settle on May 15, 2020
(the "Early Settlement Date"), unless extended by the
Company.
The table below indicates, among other things, the Total
Exchange Consideration for each $1,000 principal amount of Existing Notes
tendered and accepted as of the Early Exchange Date pursuant to the
Exchange Offers (as determined in accordance with the Offering
Memorandum):
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Composition of
Total
Exchange
Consideration(1)
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Cusip
Numbers
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Title
of
Security
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Reference
U.S.
Treasury
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Fixed
Spread
(bps)
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Yield Used
to
Price
Existing
Notes(2)
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Early
Exchange
Premium(1)
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Total Exchange
Consideration
(1)(2)(3)
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Principal
Amount
of New
Notes(3)
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Cash(3)(4)
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655844CB2
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5.100% Notes
due 2118
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2.375% due
November 15,
2049
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+240
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3.675%
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$30.00
|
|
$1,376.65
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|
$1,376.65
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$0.00
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655844AK4
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7.900% Notes
due 2097
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2.375% due
November 15,
2049
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+240
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3.675%
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$30.00
|
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$2,080.03
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$2,080.03
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$0.00
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655844BD9
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6.000% Notes
due 2111
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2.375% due
November 15,
2049
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+240
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3.675%
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$30.00
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$1,609.65
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$1,609.65
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$0.00
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655844AV0
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6.000% Notes
due 2105
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2.375% due
November 15,
2049
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+240
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3.675%
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$30.00
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$1,603.79
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$1,603.79
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$0.00
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655844AF5
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7.050% Notes
due 2037
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2.375% due
November 15,
2049
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+145
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2.725%
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$30.00
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$1,584.26
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$1,584.26
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$0.00
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655844BR8
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4.650% Notes
due 2046
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2.375% due
November 15,
2049
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+155
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2.825%
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$30.00
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$1,327.09
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$1,327.09
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$0.00
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655844BN7
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4.800% Notes
due 2043
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2.375% due
November 15,
2049
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+150
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2.775%
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$30.00
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$1,339.86
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$1,339.86
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$0.00
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655844BH0 /
655844BE7
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4.837% Notes
due 2041
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2.375% due
November 15,
2049
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+150
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2.775%
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$30.00
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$1,330.78
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$1,330.78
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$0.00
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655844BQ0
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4.450% Notes
due 2045
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2.375% due
November 15,
2049
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+155
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2.825%
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$30.00
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$1,286.57
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$1,286.57
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$0.00
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655844CC0
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4.100% Notes
due 2049
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2.375% due
November 15,
2049
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+160
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2.875%
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$30.00
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$1,237.21
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$1,237.21
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$0.00
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655844BY3
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4.150% Notes
due 2048
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2.375% due
November 15,
2049
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+160
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2.875%
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$30.00
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$1,239.92
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$1,239.92
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$0.00
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_______________________________
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(1)
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Per $1,000 principal
amount of Existing Notes.
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(2
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The yield of the
2.375% U.S. Treasury due November 15, 2049 as of the pricing date
was 1.275%.
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(3)
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Does not reflect any
accrued and unpaid interest. The Company will pay accrued and
unpaid interest on the Existing Notes up to, but not including, the
Early Settlement Date.
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(4)
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The figures in this
table reflect any optional adjustments of the Total Exchange
Consideration as permitted under the terms and conditions in the
Offering Memorandum.
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In accordance with the acceptance priority levels and proration
procedures described in the Offering Memorandum, the Company will
accept $553,987,000 in aggregate
principal amount of the Existing Notes that were tendered for
exchange at or prior to the Early Exchange Date. The Company
expects to deliver an aggregate principal amount of $799,997,000 of New Notes and will pay an
aggregate of $8,374,376.52 of cash in
lieu of fractional amounts and accrued and unpaid interest for the
Existing Notes accepted for exchange on the Early Settlement Date.
Since Existing Notes have been validly tendered so that the maximum
amount of New Notes to be issued in exchange for such tendered
Existing Notes would exceed $800,000,000 (the "New Issue Cap"), no additional
Existing Notes will be accepted for exchange after the Early
Exchange Date.
The table below indicates, among other things, the principal
amount of each series of Existing Notes validly tendered as of the
Early Exchange Date, the principal amount of Existing Notes to be
accepted for exchange as of the Early Exchange Date and the
percentage of the principal amount of Existing Notes to be accepted
for exchange pursuant to the Exchange Offers:
Cusip Numbers
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Title of
Security
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Principal
Amount
Tendered by
Early
Exchange
Date
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Principal
Amount
to be Accepted
for
Exchange
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Percentage (%)
of
Principal Amount
to be
Accepted for
Exchange
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655844CB2
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5.100% Notes due
2118
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$449,479,000
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$449,479,000
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100%
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655844AK4
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7.900% Notes due
2097
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$28,920,000
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$28,920,000
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100%
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655844BD9
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6.000% Notes due
2111
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$42,005,000
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$42,005,000
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100%
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655844AV0
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6.000% Notes due
2105
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$26,338,000
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$26,338,000
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100%
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655844AF5
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7.050% Notes due
2037
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$22,178,000
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$7,245,000
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32.70% (1)
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655844BR8
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4.650% Notes due
2046
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$249,036,000
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$0
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0%
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655844BN7
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4.800% Notes due
2043
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$135,430,000
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$0
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0%
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655844BH0 /
655844BE7
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4.837% Notes due
2041
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$277,659,000
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$0
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0%
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655844BQ0
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4.450% Notes due
2045
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$223,194,000
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$0
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0%
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655844CC0
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4.100% Notes due
2049
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$215,825,000
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$0
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0%
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655844BY3
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4.150% Notes due
2048
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$226,677,000
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$0
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0%
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________________________________
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(1)
|
Represents the
proration factor since Existing Notes were validly tendered so that
the maximum amount of New Notes to be issued in exchange for such
tendered Existing Notes would have exceeded the New Issue
Cap.
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The Exchange Offers are scheduled to expire at 11:59 p.m., New York
City time, on May 28, 2020
(the "Expiration Date"), unless extended or earlier terminated.
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 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