8-KMaterial AgreementsFinancial EventsExhibits & Filings

CSX CORP 8-K Report, Material Agreement (Jul 21, 2014)

Filed July 21, 2014For Securities:CSX

Summary

CSX Corporation (CSX) filed an 8-K report on July 21, 2014, detailing the entry into a material definitive agreement related to a significant debt offering. On July 16, 2014, the company executed an Underwriting Agreement for the public offering of $550 million in 3.400% Notes due 2024 and $450 million in 4.500% Notes due 2054, totaling $1 billion in aggregate principal amount. These notes were issued under existing indenture agreements and were registered under the Securities Act of 1933. This offering represents a substantial capital raise for CSX, likely intended to fund ongoing operations, capital expenditures, or refinance existing debt. Investors should note the issuance of both short-term (2024) and long-term (2054) debt, indicating a strategy to manage its debt maturity profile and potentially capitalize on favorable interest rates at the time. The filing also includes various exhibits such as the Underwriting Agreement, forms of the notes, legal opinions, and a computation of the ratio of earnings to fixed charges, providing transparency into the transaction details and the company's financial position.

Key Highlights

  • 1CSX Corporation entered into an Underwriting Agreement on July 16, 2014, for a public offering of debt securities.
  • 2The company is issuing $550 million of 3.400% Notes due 2024.
  • 3CSX is also issuing $450 million of 4.500% Notes due 2054.
  • 4The total aggregate principal amount of the offering is $1 billion.
  • 5The Notes were issued under CSX's existing indenture agreements and an Action of Authorized Pricing Officers.
  • 6The offering was registered under the Securities Act of 1933.
  • 7The filing includes the Underwriting Agreement, forms of the notes, legal opinions, and financial computations as exhibits.

Frequently Asked Questions

This 8-K filing is to report a material definitive agreement, specifically the Underwriting Agreement for a significant public offering of CSX Corporation's debt securities. It details the terms and amounts of the notes being issued.

CSX is issuing $550 million in 3.400% Notes due 2024 and $450 million in 4.500% Notes due 2054, for a total of $1 billion in aggregate principal amount. The offering was made under existing indenture agreements.

Issuing debt with different maturity dates, such as the 2024 and 2054 notes, allows CSX to manage its debt maturity profile, potentially take advantage of specific interest rate environments for different durations, and align its financing with its long-term capital needs and investment plans.

More detailed information can be found in the exhibits attached to this 8-K filing, including the Underwriting Agreement, the forms of the 2024 Notes and 2054 Notes, and the Prospectus Supplement filed on July 17, 2014.