8-KMaterial AgreementsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Oct 22, 2009)

Filed October 22, 2009For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K on October 22, 2009, to report an amendment to its receivables securitization facility. This amendment, effective October 22, 2009, renews the company's existing facility with a maximum limit of $350 million. The facility involves several financial institutions, including JPMorgan Chase Bank, N.A., and Bank of America, N.A., serving as agents and investors. This action indicates that Norfolk Southern is maintaining access to a significant source of short-term funding through the securitization of its accounts receivable. For investors, this renewal provides reassurance regarding the company's liquidity management and its ability to secure financing, especially during the economic climate of late 2009. The facility's continued operation supports the company's ongoing operational and working capital needs.

Key Highlights

  • 1Norfolk Southern Corporation (NSC) amended its receivables securitization agreement.
  • 2The amendment renews the existing facility, which has a maximum limit of $350 million.
  • 3The renewal is effective as of October 22, 2009.
  • 4The agreement involves multiple parties, including NSC subsidiaries, conduit investors, committed investors, managing agents, and financial institutions like JPMorgan Chase Bank, N.A. and Bank of America, N.A.
  • 5The primary purpose of this filing is to document the continuation of a key financing arrangement.
  • 6This action demonstrates NSC's continued access to securitized financing for its receivables.

Frequently Asked Questions

A receivables securitization facility allows a company to sell its accounts receivable to a special purpose entity (SPE) in exchange for immediate cash. This is a form of financing that converts receivables into liquid funds. The renewal of NSC's $350 million facility is important because it signifies the company's continued ability to access a substantial line of credit, ensuring liquidity for its operations and working capital needs, especially during potentially challenging economic periods.

The $350 million limit represents the maximum amount that Norfolk Southern can raise through this specific receivables securitization facility. It indicates the scale of its access to this type of funding, which is crucial for managing cash flow, funding operations, and potentially making investments or acquisitions.

The main parties include Norfolk Southern Corporation (NSC), its wholly-owned operating subsidiary Norfolk Southern Railway Company (NSR) as the originator and servicer, Thoroughbred Funding, Inc. (another NSC subsidiary), various conduit and committed investors, managing agents, and key financial institutions acting as administrative agents and investors, such as JPMorgan Chase Bank, N.A., Bank of America, N.A., and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch.

No, this amendment to renew a receivables securitization facility generally indicates proactive financial management. Companies often renew such facilities to ensure ongoing access to liquidity. Given the timing in late 2009, maintaining this funding source would be seen as a positive step for financial stability rather than an indicator of distress.