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.

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