Summary
Norfolk Southern Corporation (NSC) filed an 8-K on August 26, 2010, to report on the completion of a material definitive agreement related to its debt financing. Specifically, the company successfully issued $250 million in aggregate principal amount of 6% Senior Notes due in 2105. This offering was conducted under an existing automatic shelf registration statement and was facilitated by an Underwriting Agreement with Goldman, Sachs & Co. as the representative for the underwriters. The issuance of these new notes, which are of the same series as previously issued 6% senior notes due 2015, represents an expansion of Norfolk Southern's long-term debt. The notes carry a 6% annual interest rate, payable semiannually, and include standard redemption provisions allowing the company to repurchase the notes early under certain conditions. The terms of the debt are governed by an Indenture, as amended and supplemented by various supplemental indentures, including the newly executed Twelfth Supplemental Indenture.
Key Highlights
- 1Norfolk Southern completed an offering of $250 million in 6% Senior Notes due 2105.
- 2The offering was conducted on August 26, 2010, under an Underwriting Agreement with Goldman, Sachs & Co.
- 3The notes were issued pursuant to an existing Automatic Shelf Registration Statement on Form S-3.
- 4These new notes are of the same series as existing 6% senior notes due 2015, indicating fungibility or parallel issuance.
- 5The notes will pay a fixed semiannual interest of 6% per annum.
- 6The company retains the option to redeem the notes, in whole or in part, at a specified redemption price.
- 7The Indenture governing the notes includes standard negative covenants and events of default consistent with the company's existing debt.