OMAHA, Neb., Aug. 31, 2020 /PRNewswire/ -- Union Pacific
Corporation (NYSE:UNP; and "Union Pacific" or the
"Corporation") today announced (a) the early results of its
private offers to exchange certain of its outstanding notes and
debentures referenced in the table below for a combination of new
notes due 2062 (the "New Notes") and cash (the "Exchange
Offers") and (b) an amendment to the Exchange Offers to
increase the Exchange Offers Limit (as defined below) from
$750,000,000 to $1,045,000,000. The outstanding notes and
debentures to be exchanged pursuant to the Exchange Offers are
collectively referred to as the "Existing Notes."
On August 17, 2020, Union Pacific
commenced fourteen separate Exchange Offers to eligible holders in
an amount that requires no more than $750,000,000 of New Notes to be issued pursuant
to the Exchange Offers (the "Exchange Offers Limit"),
subject to the applicable priorities and limitations as set forth
in Union Pacific's offering memorandum dated August 17, 2020 (the "Offering
Memorandum") and related letter of transmittal.
The approximate principal amount of the Existing Notes validly
tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York
City time, on August 28, 2020
(the "Early Exchange Date"), based on information provided
by the exchange agent to Union Pacific, is $1,546,369,000 as described in greater detail in
the table below. The amount of outstanding Existing Notes
validly tendered and not validly withdrawn as of the Early Exchange
Date exceeded the minimum condition that Union Pacific receive
valid tenders of Existing Notes, not validly withdrawn, that
require the issuance of at least $300
million aggregate principal amount of New Notes in
accordance with the terms of the Exchange Offers.
The table below shows the principal amount of each series of
Existing Notes that has been validly tendered and not validly
withdrawn pursuant to the Exchange Offers as of the Early Exchange
Date.
CUSIP
Number
|
Title of
Series
|
Approximate
Aggregate
Principal
Amount
Outstanding
(mm)
|
Acceptance
Priority
Level
|
Principal
Amount
Tendered for
Exchange as of
Early Exchange
Date
|
907818CX4
|
6.150% Debentures due
2037
|
$100
|
1
|
$9,435,000
|
907818DS4
907818DT2
|
4.821% Notes due
2044
|
$199
|
2
|
$10,197,000
|
907818DJ4
|
4.750% Notes due
2041
|
$237
|
3
|
$19,840,000
|
907818DX3
|
4.850% Notes due
2044
|
$84
|
4
|
$10,000
|
907818DU9
|
4.750% Notes due
2043
|
$189
|
5
|
$5,188,000
|
907818EW4
|
4.500% Notes due
2048
|
$532
|
6
|
$78,702,000
|
907818EV6
|
4.375% Notes due
2038
|
$750
|
7
|
$419,513,000
|
907818DL9
|
4.300% Notes due
2042
|
$300
|
8
|
$77,821,000
|
907818DP0
|
4.250% Notes due
2043
|
$325
|
9
|
$112,292,000
|
907818FC7
|
4.300% Notes due
2049
|
$1,000
|
10
|
$311,888,000
|
907818DZ8
|
4.150% Notes due
2045
|
$350
|
11
|
$106,327,000
|
907818EJ3
|
4.050% Notes due
2046
|
$600
|
12
|
$181,617,000
|
907818EF1
|
4.050% Notes due
2045
|
$500
|
13
|
$126,164,000
|
907818EN4
|
4.000% Notes due
2047
|
$500
|
14
|
$87,375,000
|
Assuming no additional Existing Notes of any series with an
Acceptance Priority Level (as set forth in the table above) of 10
or higher are validly tendered and not validly withdrawn at or
prior to the Expiration Date (as defined in the Offering
Memorandum) that have not already been so tendered, the Corporation
intends to accept all of its 4.300% Notes due 2049 validly tendered
and not validly withdrawn in accordance with the terms of the
Exchange Offers. Accordingly, based on the amount of Existing Notes
tendered for exchange and not validly withdrawn as of the Early
Exchange Date, the Corporation announced that, in accordance with
its rights as set forth in the Offering Memorandum and the related
letter of transmittal, it has amended the size of the Exchange
Offers by increasing the Exchange Offers Limit from
$750,000,000 to 1,045,000,000.
The Exchange Offers will expire at 11:59
p.m., New York City time,
on September 14, 2020, unless
extended or earlier terminated by Union Pacific. In
accordance with the terms of the Exchange Offers, tendered Existing
Notes may no longer be withdrawn, except in certain limited
circumstances where additional withdrawal rights are required by
law.
Pricing for the Exchange Offers and New Notes will be determined
at 11:00 a.m., New York City time, on August 31, 2020 (the "Price Determination
Date") as described in the Offering Memorandum.
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 (800) 591-8238 or
by email at unp@dfking.com.
ABOUT UNION PACIFIC
Union Pacific (NYSE: UNP) delivers the goods families and
businesses use every day with safe, reliable and efficient service.
Operating in 23 western states, the company connects its customers
and communities to the global economy. Trains are the most
environmentally responsible way to move freight, helping Union
Pacific protect future generations. More information about Union
Pacific is available at www.up.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 2019, which was filed
with the Securities and Exchange Commission ("SEC") on February 7, 2020, and the Corporation's Quarterly
Reports on Form 10-Q which were filed with the SEC on April 23, 2020 and July
23, 2020. 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.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/union-pacific-corporation-announces-results-to-date-of-exchange-offers-and-increase-in-size-of-exchange-offers-limit-301121007.html
SOURCE Union Pacific Corporation