Summary
Norfolk Southern Corporation (NSC) filed an 8-K on September 15, 2011, reporting the issuance of new debt securities totaling approximately $600 million. Specifically, the company issued $595.5 million in 4.837% Notes due 2041 and $4.5 million in 6.00% Senior Notes due 2111. These new notes were issued in exchange for existing debt securities as part of the expiration of an early exchange date for previously announced exchange offers. The issuance of these notes represents a significant debt restructuring for Norfolk Southern. The 2041 Notes are governed by a new indenture, while the 2111 Notes are issued under an existing indenture with a third supplemental indenture. Both note issuances have provisions for redemption at the company's option and contain covenants consistent with existing debt agreements. Additionally, the company entered into a Registration Rights Agreement with the dealer managers to register the new securities, ensuring they can be exchanged for registered securities within specified timelines.
Key Highlights
- 1Norfolk Southern issued approximately $600 million in new debt: $595.5 million in 4.837% Notes due 2041 and $4.5 million in 6.00% Senior Notes due 2111.
- 2The new notes were issued in exchange for existing outstanding debt securities.
- 3This issuance is a result of the expiration of the early exchange date for previously announced debt exchange offers.
- 4The 4.837% Notes due 2041 are governed by a new indenture dated September 14, 2011.
- 5The 6.00% Senior Notes due 2111 were issued under an existing indenture, further supplemented by a Third Supplemental Indenture dated September 14, 2011.
- 6Both new note issuances contain redemption provisions allowing Norfolk Southern to redeem them, in whole or in part, at its option.
- 7A Registration Rights Agreement was executed, obligating NSC to file for registration of these securities with the SEC within 180 days and have them declared effective within 270 days of the exchange offer settlement date.