Norfolk Southern Corp 8-K, filed May 14, 2020
Norfolk Southern Corp (NSC)
About this 8-K
Norfolk Southern Corp filed this 8-K on May 14, 2020, reporting on events of May 13, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 14, 2020 (
(Exact name of registrant as specified in its charter)
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(Commission File Number) |
(IRS Employer Identification Number) |
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(Registrant’s telephone number, including area code) |
No Change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol |
Name of each exchange on which registered | ||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On May 13, 2020, Norfolk Southern Corporation (the “Registrant”) issued a press release announcing the results of its private exchange offers (the “Exchange Offers”), through 5:00 p.m., New York City time, on May 13, 2020 (which was the early exchange date in connection with the Exchange Offers), for the Registrant’s outstanding 5.100% Notes due 2118, 7.900% Notes due 2097, 6.000% Notes due 2111, 6.000% Notes due 2105, 7.050% Notes due 2037, 4.650% Notes due 2046, 4.800% Notes due 2043, 4.837% Notes due 2041, 4.450% Notes due 2045, 4.100% Notes due 2049 and 4.150% Notes due 2048. On May 14, 2020, the Registrant issued a press release announcing the pricing of the Exchange Offers. The Exchange Offers will expire at 11:59 p.m., New York City time, on May 28, 2020, unless extended by the Registrant. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are hereby incorporated by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
| Exhibit |
Description | |||
| 99.1 |
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| 99.2 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORFOLK SOUTHERN CORPORATION (Registrant) | ||
| /s/ Denise W. Hutson | ||
| Name: |
Denise W. Hutson | |
| Title: |
Corporate Secretary | |
Date: May 14, 2020
2
Exhibit 99.1
NORFOLK SOUTHERN ANNOUNCES EXPIRATION OF EARLY EXCHANGE PERIOD OF PREVIOUSLY ANNOUNCED EXCHANGE OFFERS
Norfolk, Va. – May 13, 2020
Norfolk Southern Corporation (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 |
Title of |
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. |
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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.
Media Inquiries:
Media Relations, 404-420-4444 (media.relations@nscorp.com)
Investor Inquiries:
Pete Sharbel, 470-867-4807 (peter.sharbel@nscorp.com)
Exhibit 99.2
NORFOLK SOUTHERN ANNOUNCES PRICING OF PREVIOUSLY ANNOUNCED EXCHANGE OFFERS, INTEREST RATE FOR NEW NOTES AND ACCEPTANCE OF TENDERED NOTES
Norfolk, Va. — May 14, 2020
Norfolk Southern Corporation (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):
| Composition of Total Exchange Consideration(1) | ||||||||||||||||
| Cusip Numbers |
Title of Security |
Reference U.S. Treasury |
Fixed Spread (bps) |
Yield Used to Price Existing Notes(2) |
Early Exchange Premium(1) |
Total Exchange (1)(2)(3) |
Principal Amount of New Notes(3) |
Cash(3)(4) | ||||||||
| 655844CB2 |
5.100% Notes due 2118 | 2.375% due November 15, 2049 | +240 | 3.675% | $30.00 | $1,376.65 | $1,376.65 | $0.00 | ||||||||
| 655844AK4 |
7.900% Notes due 2097 | 2.375% due November 15, 2049 | +240 | 3.675% | $30.00 | $2,080.03 | $2,080.03 | $0.00 | ||||||||
| 655844BD9 |
6.000% Notes due 2111 | 2.375% due November 15, 2049 | +240 | 3.675% | $30.00 | $1,609.65 | $1,609.65 | $0.00 | ||||||||
| 655844AV0 |
6.000% Notes due 2105 | 2.375% due November 15, 2049 | +240 | 3.675% | $30.00 | $1,603.79 | $1,603.79 | $0.00 | ||||||||
| 655844AF5 |
7.050% Notes due 2037 | 2.375% due November 15, 2049 | +145 | 2.725% | $30.00 | $1,584.26 | $1,584.26 | $0.00 | ||||||||
| 655844BR8 |
4.650% Notes due 2046 | 2.375% due November 15, 2049 | +155 | 2.825% | $30.00 | $1,327.09 | $1,327.09 | $0.00 | ||||||||
| 655844BN7 |
4.800% Notes due 2043 | 2.375% due November 15, 2049 | +150 | 2.775% | $30.00 | $1,339.86 | $1,339.86 | $0.00 | ||||||||
| 655844BH0 / 655844BE7 |
4.837% Notes due 2041 | 2.375% due November 15, 2049 | +150 | 2.775% | $30.00 | $1,330.78 | $1,330.78 | $0.00 | ||||||||
| 655844BQ0 |
4.450% Notes due 2045 | 2.375% due November 15, 2049 | +155 | 2.825% | $30.00 | $1,286.57 | $1,286.57 | $0.00 | ||||||||
| 655844CC0 |
4.100% Notes due 2049 | 2.375% due November 15, 2049 | +160 | 2.875% | $30.00 | $1,237.21 | $1,237.21 | $0.00 | ||||||||
| 655844BY3 |
4.150% Notes due 2048 | 2.375% due November 15, 2049 | +160 | 2.875% | $30.00 | $1,239.92 | $1,239.92 | $0.00 | ||||||||
| (1) | Per $1,000 principal amount of Existing Notes. |
| (2) | The yield of the 2.375% U.S. Treasury due November 15, 2049 as of the pricing date was 1.275%. |
| (3) | 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. |
| (4) | 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. |
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 |
Title of Security |
Principal Amount Tendered by Early Exchange Date |
Principal Amount to be Accepted for Exchange |
Percentage (%) of Principal Amount to be Accepted for Exchange |
||||||||||
| 655844CB2 |
5.100% Notes due 2118 | $ | 449,479,000 | $ | 449,479,000 | 100 | % | |||||||
| 655844AK4 |
7.900% Notes due 2097 | $ | 28,920,000 | $ | 28,920,000 | 100 | % | |||||||
| 655844BD9 |
6.000% Notes due 2111 | $ | 42,005,000 | $ | 42,005,000 | 100 | % | |||||||
| 655844AV0 |
6.000% Notes due 2105 | $ | 26,338,000 | $ | 26,338,000 | 100 | % | |||||||
| 655844AF5 |
7.050% Notes due 2037 | $ | 22,178,000 | $ | 7,245,000 | 32.70 | % (1) | |||||||
| 655844BR8 |
4.650% Notes due 2046 | $ | 249,036,000 | $ | 0 | 0 | % | |||||||
| 655844BN7 |
4.800% Notes due 2043 | $ | 135,430,000 | $ | 0 | 0 | % | |||||||
| 655844BH0 / 655844BE7 |
4.837% Notes due 2041 | $ | 277,659,000 | $ | 0 | 0 | % | |||||||
| 655844BQ0 |
4.450% Notes due 2045 | $ | 223,194,000 | $ | 0 | 0 | % | |||||||
| 655844CC0 |
4.100% Notes due 2049 | $ | 215,825,000 | $ | 0 | 0 | % | |||||||
| 655844BY3 |
4.150% Notes due 2048 | $ | 226,677,000 | $ | 0 | 0 | % | |||||||
| (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. |
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.
Media Inquiries:
Media Relations, 404-420-4444 (media.relations@nscorp.com)
Investor Inquiries:
Pete Sharbel, 470-867-4807 (peter.sharbel@nscorp.com)