OMAHA, Neb., Nov. 4, 2019 /PRNewswire/ -- Union Pacific
Corporation (NYSE:UNP; and "Union Pacific" or the
"Corporation") today announced the pricing terms of its
private offers to exchange certain of its outstanding notes and
debentures referenced in the table below (the "Existing
Notes") for a combination of new notes due 2060 (the "New
Notes") and cash (the "Exchange Offers"), established as
of 11:00 a.m., New York City
time, on November 4, 2019 (the
"Price Determination Date") in accordance with Union
Pacific's offering memorandum dated October
21, 2019 (the "Offering Memorandum") and the related
letter of transmittal.
The total exchange price to be received in each Exchange Offer
(the "Total Exchange Price") for each $1,000 principal amount of Existing Notes validly
tendered, not withdrawn prior to 5:00
p.m., New York City time,
on November 1, 2019 (the "Early
Exchange Date") and accepted for exchange is set forth in the
table below. The Total Exchange Price, which includes the
early exchange premium of $50.00 in
cash per $1,000 principal amount of
Existing Notes validly tendered, not withdrawn prior to the Early
Exchange Date and accepted for exchange, will be paid via the
issuance of the principal amount of New Notes set forth in the
table below, with the remaining amount paid in cash. The
Total Exchange Price has been determined using the yields for the
Exchange Offers in accordance with the procedures set forth in the
Offering Memorandum. Holders of Existing Notes who validly
tender Existing Notes after the Early Exchange Date that are
accepted for exchange will receive the Total Exchange Price less
the early exchange premium of $50.00
in cash per $1,000 principal amount
of Existing Notes validly tendered, not withdrawn and accepted for
exchange. The annual interest rate on the New Notes will be
3.839%, which has been determined as the bid-side yield of the
designated reference security as of the Price Determination Date,
which was 2.269%, plus the applicable spread.
The table below shows the Total Exchange Price per $1,000 principal amount of each series of
Existing Notes accepted in the Exchange Offers.
|
|
|
|
|
|
|
|
|
Approximate
Aggregate
Principal
|
|
|
Total Exchange
Price
|
CUSIP
Number
|
Title of
Series
|
Amount
Outstanding (mm)
|
Reference
UST Yield
|
Fixed
Spread
(basis
points)
|
New
Notes
|
Cash
Payment
|
907818DE5
907818DF2
|
5.780% Notes due
2040
|
$85
|
2.269%
|
117
|
$1,050.00
|
$294.05
|
907818CU0
|
6.250% Debentures due
2034
|
$179
|
2.269%
|
97
|
$1,000.00
|
$345.20
|
907818CX4
|
6.150% Debentures due
2037
|
$110
|
2.269%
|
117
|
$1,000.00
|
$353.44
|
907818DS4
907818DT2
|
4.821% Notes due
2044
|
$327
|
2.269%
|
117
|
$1,025.00
|
$197.69
|
907818CS5
|
5.375% Debentures due
2033
|
$185
|
2.269%
|
97
|
$1,000.00
|
$232.49
|
907818DJ4
|
4.750% Notes due
2041
|
$325
|
2.269%
|
117
|
$1,000.00
|
$196.90
|
907818DX3
|
4.850% Notes due
2044
|
$146
|
2.269%
|
117
|
$1,000.00
|
$229.69
|
907818EX2
|
4.800% Notes due
2058
|
$500
|
2.269%
|
147
|
$1,000.00
|
$215.06
|
907818DU9
|
4.750% Notes due
2043
|
$296
|
2.269%
|
117
|
$1,000.00
|
$210.53
|
907818EW4
|
4.500% Notes due
2048
|
$1,500
|
2.269%
|
117
|
$1,000.00
|
$190.95
|
907818EV6
|
4.375% Notes due
2038
|
$750
|
2.269%
|
97
|
$1,000.00
|
$155.91
|
907818DL9
|
4.300% Notes due
2042
|
$300
|
2.269%
|
117
|
$1,000.00
|
$132.38
|
907818DP0
|
4.250% Notes due
2043
|
$325
|
2.269%
|
117
|
$1,000.00
|
$127.79
|
907818FC7
|
4.300% Notes due
2049
|
$1,000
|
2.269%
|
122
|
$1,000.00
|
$146.50
|
907818DZ8
|
4.150% Notes due
2045
|
$350
|
2.269%
|
122
|
$1,000.00
|
$108.66
|
907818EJ3
|
4.050% Notes due
2046
|
$600
|
2.269%
|
122
|
$1,000.00
|
$94.83
|
907818EF1
|
4.050% Notes due
2045
|
$500
|
2.269%
|
122
|
$1,000.00
|
$94.20
|
907818EN4
|
4.000% Notes due
2047
|
$500
|
2.269%
|
122
|
$1,000.00
|
$88.68
|
The Exchange Offers will expire at 11:59
p.m., New York City time,
on November 18, 2019, unless extended
or earlier terminated by Union Pacific (the "Expiration
Date"). In addition to the consideration described above,
all eligible holders of Existing Notes validly tendered and
accepted for exchange prior to the Expiration Date will also
receive accrued and unpaid interest on those Existing Notes from
the last interest payment date to, but not including, the
settlement date of the applicable Exchange Offer, which is expected
to be the second business day after the Expiration Date.
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 (888) 541-9895 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), contain statements about the Corporation's
future that are not statements of historical fact. These
statements 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 also generally include, without limitation,
information or statements regarding: projections, predictions,
expectations, estimates or forecasts as to the Corporation's and
its subsidiaries' business, financial, and operational results, and
future economic performance; and management's beliefs,
expectations, goals and objectives and other similar expressions
concerning matters that are not historical facts.
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, including expectations
regarding operational and financial improvements and the
Corporation's future performance or results are subject to risks
and uncertainties that could cause actual performance or results to
differ materially from those expressed in the
statements. Important factors, including risk factors, could
affect the Corporation's and its subsidiaries' future results and
could cause those results or other outcomes to differ materially
from those expressed or implied in the forward-looking
statements. Information regarding risk factors and other
cautionary information are available in the Corporation's Annual
Report on Form 10-K for 2018, which was filed with the Securities
and Exchange Commission ("SEC") on February
8, 2019. The Corporation updates information regarding
risk factors if circumstances require such updates on Form 10-Q and
its subsequent Annual Reports on Form 10-K (or such other reports
that may be filed with the SEC).
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. References to our website are provided for
convenience and, therefore, information on or available through the
website is not, and should not be deemed to be, incorporated by
reference herein.
ABOUT UNION PACIFIC
Union Pacific Railroad Company is the principal operating
company of Union Pacific Corporation (NYSE: UNP). One of America's
most recognized companies, Union Pacific Railroad Company connects
23 states in the western two-thirds of the country by rail,
providing a critical link in the global supply chain. The
railroad's diversified business mix is classified into its
Agricultural Products, Energy, Industrial and Premium business
groups. Union Pacific serves many of the fastest-growing U.S.
population centers, operates from all major West Coast and Gulf
Coast ports to eastern gateways, connects with Canada's rail systems and is the only railroad
serving all six major Mexico
gateways. Union Pacific provides value to its roughly 10,000
customers by delivering products in a safe, reliable,
fuel-efficient and environmentally responsible manner.
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SOURCE Union Pacific Corporation