8-KOther EventsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Corporate Update (May 16, 2012)

Filed May 16, 2012For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K on May 16, 2012, primarily to announce an extension of its offer to exchange existing notes for newly registered notes. The exchange offer, initially set to expire on May 16, 2012, has been extended to May 23, 2012. This extension pertains to two series of notes: the 4.837% Notes due 2041 and the 6.00% Senior Notes due 2111. The total principal amount eligible for exchange is approximately $595.5 million for the 2041 notes and $4.5 million for the 2111 notes. The purpose of the exchange offer is to provide holders with notes that have been registered under the Securities Act of 1933. This registration offers greater liquidity and marketability for the notes. The extension allows more time for noteholders to consider and participate in the exchange, suggesting the company is seeking a high participation rate to simplify its debt structure and ensure all outstanding notes are in a registered form.

Key Highlights

  • 1Norfolk Southern (NSC) extended its exchange offer for outstanding notes to May 23, 2012.
  • 2The offer allows holders to exchange existing notes for new notes registered under the Securities Act of 1933.
  • 3The exchange offer covers $595,504,000 aggregate principal amount of 4.837% Notes due 2041.
  • 4The exchange offer also covers $4,492,000 aggregate principal amount of 6.00% Senior Notes due 2111.
  • 5The extension aims to provide noteholders more time to participate in the exchange.
  • 6The company seeks to have its outstanding debt in a registered form, which can enhance marketability.

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