8-KMaterial AgreementsFinancial EventsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Aug 13, 2013)

Filed August 13, 2013For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) announced on August 13, 2013, the completion of a public offering of $500 million in aggregate principal amount of 4.800% Senior Notes due 2043. This issuance was made under the company's existing Automatic Shelf Registration Statement and utilized an Underwriting Agreement with several prominent financial institutions, including J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Morgan Stanley & Co. LLC. The Notes will bear interest at a rate of 4.800% per annum, paid semi-annually. The company has the option to redeem these notes, either in whole or in part, under specific conditions outlined in the Indenture. Redemption prior to six months before maturity involves a calculation based on present values of future payments, while redemption within six months of maturity is at 100% of the principal amount plus accrued interest.

Key Highlights

  • 1Completion of a $500 million debt offering: Norfolk Southern successfully issued $500 million in aggregate principal amount of Senior Notes.
  • 2Maturity date of 2043: The newly issued notes have a long-term maturity of 30 years.
  • 3Coupon rate of 4.800%: The notes carry a fixed interest rate of 4.800% per annum.
  • 4Semi-annual interest payments: Investors will receive interest payments twice a year.
  • 5Redemption options available: The company retains the flexibility to redeem the notes under specified terms and conditions.
  • 6Underwritten by major financial institutions: The offering was managed by J.P. Morgan Securities, Merrill Lynch, and Morgan Stanley.
  • 7Issued under existing shelf registration: The offering was facilitated by a previously filed Form S-3 Automatic Shelf Registration Statement.

Frequently Asked Questions

This 8-K filing primarily announces the completion of Norfolk Southern's $500 million offering of 4.800% Senior Notes due 2043 and provides details regarding the terms of these notes and the related agreements.

Investors holding these Senior Notes will receive interest semi-annually in arrears at a fixed rate of 4.800% per annum.

Yes, Norfolk Southern has the option to redeem the notes, either in whole or in part. The redemption price varies depending on whether the redemption occurs more than or less than six months prior to the maturity date.

The issuance of these long-term Senior Notes extends Norfolk Southern's debt maturity profile and provides capital, likely for general corporate purposes, refinancing existing debt, or funding capital expenditures. It represents a significant addition to the company's long-term debt obligations.