8-KMaterial AgreementsFinancial Events

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Jan 13, 2009)

Filed January 13, 2009For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K on January 13, 2009, reporting the entry into a material definitive agreement for the sale of senior notes. Specifically, the company agreed to sell $500 million in aggregate principal amount of 5.750% Senior Notes due 2016 to a group of initial purchasers, including Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and UBS Securities LLC. The net proceeds from this offering are estimated to be approximately $494 million, after accounting for the purchasers' discount and estimated expenses. Norfolk Southern intends to use these proceeds for general corporate purposes, indicating a need for liquidity or funding for ongoing operations and potential future investments. The issuance of these notes represents a significant debt financing event for the company.

Key Highlights

  • 1Norfolk Southern entered into a Purchase Agreement to sell $500 million of 5.750% Senior Notes due 2016.
  • 2The offering is being made through initial purchasers including Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and UBS Securities LLC.
  • 3Estimated net proceeds from the offering are approximately $494 million after deducting discounts and expenses.
  • 4Proceeds are intended for general corporate purposes.
  • 5The notes will pay interest semiannually at a rate of 5.75% per annum.
  • 6The notes are redeemable at the company's option.
  • 7A registration rights agreement will ensure the issuance of registered securities in exchange for the tendered notes within specific SEC filing timelines.

Frequently Asked Questions

This 8-K filing reports on Norfolk Southern Corporation's entry into a material definitive agreement, specifically the sale of $500 million in Senior Notes due 2016.

The company expects to raise approximately $494 million in net proceeds after deducting the initial purchasers' discount and estimated offering expenses.

Norfolk Southern intends to use the net proceeds from this offering for general corporate purposes.

The notes have a principal amount of $500 million, mature in 2016, carry a fixed interest rate of 5.750% per annum, payable semiannually, and are redeemable at the company's option under specific conditions.