8-KOther EventsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Corporate Update (May 16, 2013)

Filed May 16, 2013For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) announced on May 16, 2013, that it has extended its offer to exchange existing 2.903% Notes due 2023, with a principal amount of $600,000,000, for newly registered notes with identical terms. This extension aims to provide more time for noteholders to participate in the exchange offer. The original expiration date of May 15, 2013, has been moved to May 22, 2013, unless further extended. This exchange offer is a routine capital markets transaction designed to replace existing unregistered notes with registered notes. For investors holding these specific notes, this provides an opportunity to receive securities that are more readily transferable in the public market without altering the fundamental terms, yield, or maturity of their investment. The company is taking this step to ensure compliance with securities regulations and to enhance the liquidity of its outstanding debt.

Key Highlights

  • 1Norfolk Southern (NSC) extended its offer to exchange 2.903% Notes due 2023.
  • 2The total principal amount of notes subject to the exchange offer is $600,000,000.
  • 3The exchange involves replacing unregistered notes with notes registered under the Securities Act of 1933.
  • 4The offer's expiration date has been extended from May 15, 2013, to May 22, 2013.
  • 5Noteholders have an additional week to decide whether to exchange their existing notes.
  • 6The new notes will have identical terms, including principal amount and interest rate, to the existing notes.
  • 7This is a standard regulatory move to ensure registered status for the debt.

Frequently Asked Questions

The main purpose is to replace existing unregistered notes with new notes that have been registered under the Securities Act of 1933. This makes the new notes more easily transferable in the public market.

The notes are for an aggregate principal amount of $600,000,000, carrying a 2.903% interest rate and due in 2023. The new notes will have identical terms to the existing ones.

The expiration date has been extended to provide noteholders with additional time to consider and participate in the exchange offer. The new expiration date is May 22, 2013.

For noteholders, the primary benefit is receiving registered notes. For Norfolk Southern, this is a standard capital markets transaction to ensure its debt is properly registered and potentially enhance marketability. There are no changes to the principal amount, interest rate, or maturity date, so there are no immediate financial implications in terms of debt servicing cost or principal repayment.