8-KMaterial AgreementsFinancial EventsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Nov 21, 2013)

Filed November 21, 2013For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) announced on November 21, 2013, the completion of its offering of $400 million in aggregate principal amount of 3.850% Senior Notes due 2024. This debt issuance was conducted under the company's existing Automatic Shelf Registration Statement. The notes will pay interest semi-annually at the stated rate and carry certain redemption provisions, allowing Norfolk Southern to redeem the notes at its option under specified conditions. This offering represents a capital markets activity to potentially fund operations, investments, or refinancing needs. Investors should note the coupon rate of 3.850% and the maturity date of 2024. The terms of the notes and the underwriting agreement are detailed in the filed exhibits, providing transparency on the transaction's structure and associated parties.

Key Highlights

  • 1Completion of a $400 million offering of 3.850% Senior Notes due 2024.
  • 2Debt issuance occurred on November 21, 2013.
  • 3Notes sold under the company's Form S-3 Automatic Shelf Registration Statement.
  • 4Interest rate on the notes is 3.850% per annum, paid semi-annually.
  • 5Notes include provisions for redemption at the company's option.
  • 6The offering was facilitated by an Underwriting Agreement with major financial institutions.
  • 7The Indenture governing the notes was supplemented by a Fourth Supplemental Indenture.

Frequently Asked Questions

This 8-K filing primarily announces the completion of Norfolk Southern Corporation's offering of $400 million in Senior Notes due 2024 and provides details about the terms of these notes and the associated agreements.

The notes have an aggregate principal amount of $400 million, mature in 2024, and carry a fixed interest rate of 3.850% per annum, payable semi-annually. The company also has the option to redeem these notes under specific conditions.

This offering increases Norfolk Southern's total debt by $400 million. The funds raised are likely intended for general corporate purposes, which could include capital expenditures, operations, or refinancing existing debt. Investors should consider how this new debt impacts leverage ratios and interest expense.

More detailed information can be found in the exhibits filed with this 8-K, specifically the Underwriting Agreement (Exhibit 1.1) and the Fourth Supplemental Indenture (Exhibit 4.1). Legal opinions regarding the validity of the notes are also provided as exhibits.