Summary
Norfolk Southern Corporation (NSC) filed an 8-K report on June 1, 2009, detailing a significant financing event. The company successfully completed an offering of $500 million in aggregate principal amount of 5.90% Senior Notes due 2019. This issuance was conducted under the company's Automatic Shelf Registration Statement and involved an Underwriting Agreement with several representatives of underwriters, including Banc of America Securities LLC, Goldman, Sachs & Co., and Wachovia Capital Markets, LLC. The Notes are governed by an Indenture, which includes provisions for semi-annual interest payments at the stated rate and allows for the company's option to redeem the notes under specific conditions. These conditions involve a redemption price calculated as the greater of 100% of the principal amount or a present value calculation of remaining payments, plus accrued interest. The Indenture also contains standard negative covenants and events of default common to the company's existing debt agreements.
Key Highlights
- 1NSC raised $500 million through the issuance of 5.90% Senior Notes due 2019.
- 2The debt offering was completed on June 1, 2009.
- 3The notes are senior unsecured obligations of the company.
- 4Interest on the notes is payable semi-annually at a rate of 5.90% per annum.
- 5The company has the option to redeem the notes prior to maturity under certain conditions.
- 6The issuance was made under NSC's Automatic Shelf Registration Statement (Form S-3).
- 7The Indenture includes typical covenants and events of default.