OMAHA, Neb., Nov. 19, 2019 /PRNewswire/ -- Union Pacific
Corporation (NYSE: UNP; and "Union Pacific" or the
"Corporation") today announced the expiration of its private
offers to exchange certain of its outstanding notes and debentures
referenced in the table below for a combination of 3.839% Notes due
2060 (the "New Notes") and cash (the "Exchange
Offers"). The outstanding notes and debentures to be
exchanged pursuant to the Exchange Offers are collectively referred
to as the "Existing Notes." The Exchange Offers, which
commenced on October 21, 2019,
expired at 11:59 p.m., New York City time on November 18, 2019 (the "Expiration
Date"). According to information provided by the exchange
agent for the Exchange Offers, Union Pacific received valid tenders
from holders of $3,441,637,000
aggregate principal amount of Existing Notes. Union Pacific
also announced that, in accordance with its rights as set forth in
its offering memorandum dated October 21,
2019 (the "Offering Memorandum") and the related
letter of transmittal, it has amended the size of the Exchange
Offers by increasing the aggregate principal amount of New Notes to
be issued pursuant to the Exchange Offers from $1,790,000,000 to $1,841,950,000. On November 20, 2019, Union Pacific expects to
deliver an aggregate principal amount of $1,841,950,000 of New Notes and will pay an
aggregate of $373,118,510 cash
consideration for the Existing Notes accepted for exchange, as
described in greater detail in the table below, plus accrued and
unpaid interest on such Existing Notes and cash in lieu of
fractional amounts of the New Notes. Fees and expenses
related to the Exchange Offers will be recorded as interest expense
and are anticipated to have a negative two
cent impact on the Company's diluted earnings per share in
the fourth quarter of 2019.
The table below shows the principal amount of each series of
Existing Notes that has been tendered pursuant to the Exchange
Offers as of the Expiration Date and the principal amount of New
Notes and cash to be delivered for each series of Existing Notes
accepted for exchange pursuant to the Exchange Offers (not
including accrued and unpaid interest on such Existing Notes or
cash in lieu of fractional amounts of the New Notes).
|
|
Aggregate
Principal Amount Outstanding
|
Principal
Amount of
Existing Notes Tendered
for
Exchange
|
Principal
Amount of
Existing Notes
Accepted for
Exchange
|
Principal Amount
to be Delivered
|
CUSIP
Number
|
Title of
Series
|
|
|
|
New
Notes
|
Cash
Payment
|
907818DE5
907818DF2
|
5.780% Notes due
2040
|
$85,394,000
|
$636,000
|
$636,000
|
$667,000
|
$187,015.80
|
907818CU0
|
6.250% Debentures due
2034
|
$179,072,000
|
$19,004,000
|
$19,004,000
|
$19,004,000
|
$6,560,180.80
|
907818CX4
|
6.150% Debentures due
2037
|
$109,970,000
|
$9,815,000
|
$9,815,000
|
$9,815,000
|
$3,469,013.60
|
907818DS4
907818DT2
|
4.821% Notes due
2044
|
$327,183,000
|
$127,867,000
|
$127,867,000
|
$131,013,000
|
$25,276,977.23
|
907818CS5
|
5.375% Debentures due
2033
|
$184,754,000
|
$35,067,000
|
$35,067,000
|
$35,067,000
|
$8,152,326.83
|
907818DJ4
|
4.750% Notes due
2041
|
$324,606,000
|
$87,254,000
|
$87,254,000
|
$87,254,000
|
$17,176,562.60
|
907818DX3
|
4.850% Notes due
2044
|
$146,053,000
|
$61,574,000
|
$61,574,000
|
$61,574,000
|
$14,142,932.06
|
907818EX2
|
4.800% Notes due
2058
|
$500,000,000
|
$439,872,000
|
$423,430,000
|
$423,430,000
|
$91,062,855.80
|
907818DU9
|
4.750% Notes due
2043
|
$295,676,000
|
$106,202,000
|
$106,202,000
|
$106,202,000
|
$22,357,707.06
|
907818EW4
|
4.500% Notes due
2048
|
$1,500,000,000
|
$967,924,000
|
$967,924,000
|
$967,924,000
|
$184,732,937.80
|
907818EV6
|
4.375% Notes due
2038
|
$750,000,000
|
$462,456,000
|
$0
|
$0
|
$0
|
907818DL9
|
4.300% Notes due
2042
|
$300,000,000
|
$73,776,000
|
$0
|
$0
|
$0
|
907818DP0
|
4.250% Notes due
2043
|
$325,000,000
|
$115,216,000
|
$0
|
$0
|
$0
|
907818FC7
|
4.300% Notes due
2049
|
$1,000,000,000
|
$408,611,000
|
$0
|
$0
|
$0
|
907818DZ8
|
4.150% Notes due
2045
|
$350,000,000
|
$90,403,000
|
$0
|
$0
|
$0
|
907818EJ3
|
4.050% Notes due
2046
|
$600,000,000
|
$234,716,000
|
$0
|
$0
|
$0
|
907818EF1
|
4.050% Notes due
2045
|
$499,715,000
|
$159,625,000
|
$0
|
$0
|
$0
|
907818EN4
|
4.000% Notes due
2047
|
$500,000,000
|
$41,619,000
|
$0
|
$0
|
$0
|
|
|
|
|
|
|
|
Based on the amount of Existing Notes tendered in the Exchange
Offers and in accordance with the terms of the Exchange Offers,
Union Pacific accepted (1) all of the 5.780% Notes due 2040 validly
tendered (and not validly withdrawn) as set forth above; (2) all of
the 6.250% Debentures due 2034 validly tendered (and not validly
withdrawn) as set forth above; (3) all of the 6.150% Debentures due
2037 validly tendered (and not validly withdrawn) as set forth
above; (4) all of the 4.821% Notes due 2044 validly tendered (and
not validly withdrawn) as set forth above; (5) all of the 5.375%
Debentures due 2033 validly tendered (and not validly withdrawn) as
set forth above; (6) all of the 4.750% Notes due 2041 validly
tendered (and not validly withdrawn) as set forth above; (7) all of
the 4.850% Notes due 2044 validly tendered (and not validly
withdrawn) as set forth above; (8) all of the 4.800% Notes due 2058
validly tendered (and not validly withdrawn) prior to 5:00 p.m., New York
City time, on November 1, 2019
as set forth above; (9) all of the 4.750% Notes due 2043 validly
tendered (and not validly withdrawn), as set forth above; and (10)
all of the 4.500% Notes due 2048 validly tendered (and not validly
withdrawn), as set forth above. Based on the amount of
Existing Notes tendered in the Exchange Offers and in accordance
with the terms of the Exchange Offers, Union Pacific did not accept
any of the 4.800% Notes due 2058 validly tendered (and not validly
withdrawn) after 5:00 p.m.,
New York City time, on
November 1, 2019, the 4.375% Notes
due 2038, 4.300% Notes due 2042, 4.250% Notes due 2043, 4.300%
Notes due 2049, 4.150% Notes due 2045, 4.050% Notes due 2046,
4.050% Notes due 2045 or 4.000% Notes due 2047 tendered pursuant to
the Exchange Offers.
The Exchange Offers were conducted upon the terms and subject to
the conditions set forth in the Offering Memorandum and the related
letter of transmittal. The Exchange Offers were only made to
a holder of the Existing Notes who 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 related letter of
transmittal and only to such persons and in such jurisdictions as
is permitted under applicable law.
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