8-KMaterial AgreementsFinancial EventsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Nov 17, 2011)

Filed November 17, 2011For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K on November 17, 2011, to report the successful completion of a debt offering totaling $600 million. This offering consisted of $500 million in 3.250% Senior Notes due 2021 and $100 million in 6.000% Senior Notes due 2111. The issuance was conducted under the company's existing shelf registration statement and involved Citigroup Global Markets Inc., Goldman, Sachs & Co., and Wells Fargo Securities, LLC as underwriters. The net proceeds from this offering are intended to fund general corporate purposes. This debt issuance diversifies Norfolk Southern's debt maturity profile and extends its long-term obligations. The 2021 Notes carry a relatively low coupon, reflecting prevailing interest rates at the time for a ten-year maturity. The 2111 Notes, with a significantly longer maturity, carry a higher coupon rate, which is typical for such long-dated debt. Investors should note the specific redemption provisions for both tranches, which offer the company flexibility in managing its debt obligations.

Key Highlights

  • 1Completion of a $600 million debt offering on November 17, 2011.
  • 2Issuance of $500 million in 3.250% Senior Notes due 2021.
  • 3Issuance of $100 million in 6.000% Senior Notes due 2111.
  • 4The offering was conducted under NSC's Automatic Shelf Registration Statement on Form S-3.
  • 5The company has the option to redeem both the 2021 and 2111 Notes under specified conditions.
  • 6The indentures for the notes contain covenants and events of default consistent with existing debt agreements.

Frequently Asked Questions

The filing states the proceeds from the offering are intended for general corporate purposes, which can include capital expenditures, acquisitions, or refinancing existing debt.

Norfolk Southern issued $500 million of 3.250% Senior Notes due 2021 and $100 million of 6.000% Senior Notes due 2111. Both pay interest semi-annually.

Yes, the company has the option to redeem both the 2021 and 2111 Notes, either in whole or in part, at specified redemption prices depending on the timing of the redemption relative to the maturity date. The calculation for the redemption price involves the greater of 100% of the principal amount or the present value of remaining payments, plus accrued interest.

The filing indicates that the negative covenants and events of default in the new indentures are consistent with the provisions of Norfolk Southern's existing indentures, suggesting no material changes to their debt obligations' restrictive terms.