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CSX CORP 8-K Report, Material Agreement (Sep 6, 2023)

Reports
Material Agreements·Exhibits & Filings
Filing Date
Filed September 6, 2023
Period End
September 5, 2023
Security
CSX
In the record · 2016–202610-K1110-Q328-K137

CSX filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 137 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Feb ’18Feb ’18
  2. Leadership change8-K · Jul ’20Jul ’20
  3. Material agreement8-K · Jul ’22Jul ’22
  4. Leadership change8-K · May ’26May ’26

Summary

Summary of the 8-K filed September 6, 2023. Cited figures are marked; the original filing is the authoritative source.

CSX Corporation (CSX) has announced the issuance of $600 milliona in aggregate principal amount of 5.200% Notes due 2033 through a public offering.

This debt issuance was facilitated by an Underwriting Agreement signed on September 5, 2023, with a syndicate of underwriters including Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC. The offering is being made under the company's existing shelf registration statement filed in February 2022. This move suggests CSX is managing its capital structure, potentially to fund operations, investments, or refinance existing debt.

Investors should note that the offering is expected to close on September 7, 2023, subject to standard closing conditions. The agreement contains typical provisions regarding representations, warranties, covenants, indemnification, and contributions, which are standard for such public debt offerings.

Key Highlights

  1. CSX Corporation is issuing $600 million in 5.200% Notes due 2033.
  2. The debt offering was formalized through an Underwriting Agreement dated September 5, 2023.
  3. The offering is being conducted via a public sale to the underwriters, who will then resell to the public.
  4. Major investment banks including Barclays, BofA Securities, Citigroup, and Morgan Stanley are acting as underwriters.
  5. The issuance is registered under an existing Form S-3ASR shelf registration statement.
  6. The offering is expected to close on September 7, 2023, contingent on customary closing conditions.
  7. The Underwriting Agreement includes standard clauses for representations, warranties, covenants, and indemnification.

Frequently Asked Questions

  1. What is the primary purpose of this 8-K filing?

    This 8-K filing announces CSX Corporation's entry into a material definitive agreement, specifically an Underwriting Agreement for the public offering of $600 million of its 5.200% Notes due 2033.

  2. What are the terms of the new debt being issued?

    CSX is issuing $600 million in principal amount of Notes with a fixed interest rate of 5.200% per annum, maturing in 2033.

  3. Why is CSX issuing new debt?

    While the filing doesn't explicitly state the use of proceeds, issuing new debt typically serves purposes such as funding general corporate operations, capital expenditures, acquisitions, or refinancing existing debt. Investors should look for further details in subsequent filings or company communications.

  4. When will this offering be completed?

    The offering of the Notes is expected to close on September 7, 2023, subject to the satisfaction of customary closing conditions.