8-KMaterial AgreementsFinancial Events

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Apr 9, 2008)

Filed April 9, 2008For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K on April 8, 2008, to report the issuance of $600 million in Senior Notes due 2018. These notes carry a fixed interest rate of 5.750% and were sold under an Indenture with U.S. Bank Trust National Association as trustee. The company also entered into a Registration Rights Agreement with the initial purchasers to facilitate the exchange of these notes for registered securities within a specified timeframe. This debt issuance represents a material definitive agreement and the creation of a direct financial obligation for Norfolk Southern. Investors should note the terms of the notes, including their redeemability at the company's option and standard covenants and events of default. The registration rights agreement indicates a commitment by NSC to make these securities fully registered with the SEC, which can enhance liquidity and investor confidence for these notes.

Key Highlights

  • 1Norfolk Southern Corporation (NSC) issued $600,000,000 aggregate principal amount of 5.750% Senior Notes due 2018.
  • 2The notes bear interest at a fixed rate of 5.750% per annum, payable semiannually.
  • 3The issuance was made under an Indenture with U.S. Bank Trust National Association as trustee.
  • 4The notes are redeemable, in whole or in part, at the company's option.
  • 5A Registration Rights Agreement was entered into with the initial purchasers to register the notes.
  • 6NSC committed to filing an exchange offer registration statement within 180 days and having it declared effective within 270 days of the closing date.
  • 7The Indenture includes customary events of default, such as payment defaults, covenant breaches, and bankruptcy.

Frequently Asked Questions

This 8-K filing announces that Norfolk Southern Corporation (NSC) has entered into a material definitive agreement to issue $600 million of Senior Notes due 2018 and has created a direct financial obligation related to this debt issuance.

The Senior Notes have an aggregate principal amount of $600,000,000, mature in 2018, and carry a fixed interest rate of 5.750% per annum, payable semiannually. The notes are redeemable by NSC at its option and include standard covenants and events of default.

The Registration Rights Agreement is an agreement with the initial purchasers of the notes, obligating NSC to file an exchange offer registration statement with the SEC. This process will allow NSC to issue registered securities with identical terms in exchange for the tendered notes, making them more readily transferable and potentially more attractive to a wider range of investors.

The issuance increases NSC's total debt by $600 million, which will result in higher interest expenses. However, it also provides the company with capital, which can be used for various corporate purposes such as funding operations, capital expenditures, or acquisitions. The specific use of proceeds is not detailed in this filing.