8-KMaterial AgreementsFinancial EventsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Jun 3, 2016)

Filed June 3, 2016For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K report on June 3, 2016, to announce the completion of a significant debt offering. The company successfully issued $600 million in aggregate principal amount of 2.900% Senior Notes due in 2026. This offering was conducted under the company's existing Automatic Shelf Registration Statement and was executed through an Underwriting Agreement with a syndicate of prominent financial institutions. The issuance of these notes represents a material definitive agreement and a direct financial obligation for Norfolk Southern. The notes carry a fixed interest rate of 2.900% per annum, payable semi-annually, and include provisions for redemption at the company's option. Investors should note that the terms and conditions of the notes, including redemption clauses, are detailed in the accompanying Indenture. The filing also includes relevant exhibits such as the Underwriting Agreement and the Third Supplemental Indenture.

Key Highlights

  • 1Norfolk Southern Corporation completed an offering of $600 million in 2.900% Senior Notes due 2026.
  • 2The notes were issued on or around June 3, 2016.
  • 3The offering was made under an Automatic Shelf Registration Statement on Form S-3.
  • 4The issuance constitutes a material definitive agreement and a direct financial obligation for the company.
  • 5The notes bear a fixed semi-annual interest rate of 2.900% per annum.
  • 6The notes are redeemable at the company's option, with specific redemption price conditions detailed in the indenture.
  • 7The filing includes the Underwriting Agreement and the Third Supplemental Indenture as exhibits.

Frequently Asked Questions

This 8-K filing primarily announces that Norfolk Southern Corporation has completed a material definitive agreement to issue $600 million in Senior Notes due 2026, creating a direct financial obligation for the company.

The notes have an aggregate principal amount of $600 million, a fixed interest rate of 2.900% per annum payable semi-annually, and mature in 2026. The company also has the option to redeem the notes under specified conditions.

This issuance increases Norfolk Southern's long-term debt by $600 million. The proceeds will likely be used for general corporate purposes, capital expenditures, or refinancing existing debt. Investors should review the company's subsequent financial statements for a comprehensive understanding of the impact.

More detailed information about the terms of the notes can be found in the filed exhibits, specifically the Underwriting Agreement (Exhibit 1.1) and the Third Supplemental Indenture (Exhibit 4.1) to the Base Indenture.