8-KMaterial AgreementsFinancial EventsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Jun 1, 2009)

Filed June 1, 2009For Securities:NSC

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.

Frequently Asked Questions

The primary purpose of this 8-K filing was to report the entry into a material definitive agreement and the creation of a direct financial obligation resulting from Norfolk Southern's offering of $500 million in Senior Notes due 2019.

The Senior Notes have an aggregate principal amount of $500 million, mature in 2019, and carry a coupon rate of 5.90% per annum, payable semi-annually. The company has the option to redeem the notes, with the redemption price being the greater of 100% of the principal amount or a present value calculation of future payments, plus accrued interest.

Yes, this offering represents an increase in Norfolk Southern's aggregate principal amount of debt by $500 million. The filing indicates that the Indenture contains negative covenants and events of default consistent with the company's existing indentures, suggesting this debt issuance is part of their ongoing capital management strategy.

An Automatic Shelf Registration Statement (Form S-3) allows eligible companies to register securities they expect to issue in the future. This filing indicates that Norfolk Southern had previously registered these potential debt securities, allowing for a quicker and more efficient offering and sale when market conditions were favorable.