8-KMaterial AgreementsFinancial EventsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Sep 7, 2012)

Filed September 7, 2012For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) has filed an 8-K report detailing the completion of a $600 million offering of 3.95% Senior Notes due 2042. This debt issuance, facilitated by an Underwriting Agreement with major financial institutions, expands the company's long-term debt. The notes bear a semi-annual interest rate of 3.95% and include provisions for redemption at the company's discretion, with specific pricing mechanisms depending on whether the redemption occurs more than or less than six months prior to the maturity date. This debt issuance likely aims to provide capital for general corporate purposes, potential investments, or refinancing existing obligations. The fixed interest rate of 3.95% suggests a favorable borrowing cost for the company at the time of issuance. Investors should note the maturity in 2042, indicating a long-term debt commitment, and understand the redemption clauses which offer flexibility to Norfolk Southern but also define potential buyback costs.

Key Highlights

  • 1Norfolk Southern completed a $600 million offering of 3.95% Senior Notes due 2042.
  • 2The offering was made under an Automatic Shelf Registration Statement on Form S-3.
  • 3The notes are governed by an Indenture, as supplemented by a Second Supplemental Indenture.
  • 4Interest on the notes will be paid semi-annually at a rate of 3.95% per annum.
  • 5The company has the option to redeem the notes, in whole or in part, at specified prices.
  • 6Redemption prices vary based on whether the redemption occurs more or less than six months before the maturity date.
  • 7Key legal documents, including the Underwriting Agreement and Second Supplemental Indenture, are filed as exhibits.

Frequently Asked Questions

This 8-K filing announces and provides details regarding Norfolk Southern Corporation's completion of a $600 million offering of its 3.95% Senior Notes due 2042. It outlines the terms of the debt issuance, including interest rates, maturity, and redemption provisions.

Norfolk Southern issued $600 million in aggregate principal amount of Senior Notes. The notes carry a fixed interest rate of 3.95% per annum, payable semi-annually.

Norfolk Southern has the option to redeem the notes, either in whole or in part, before their maturity date. The redemption price is dependent on the timing of the redemption relative to the maturity date, with different calculations applying if redeemed more or less than six months prior to maturity.

The Senior Notes issued by Norfolk Southern mature in the year 2042.