8-KMaterial AgreementsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (May 24, 2017)

Filed May 24, 2017For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K on May 24, 2017, announcing the entry into a material definitive agreement for the issuance and sale of $300 million in Senior Notes due 2027. The offering, priced at 99.847% of the principal amount, is expected to generate net proceeds of approximately $297.1 million after deducting underwriting discounts and expenses. The notes carry a coupon rate of 3.150%. This move indicates the company is actively managing its capital structure and seeking to raise funds. Investors should note that the proceeds are intended to support the company's operations and strategic initiatives. The offering was made under the company's existing effective Registration Statement on Form S-3, with Citigroup Global Markets Inc. and Wells Fargo Securities, LLC acting as representatives for the underwriters. The closing of the offering is anticipated around May 31, 2017, subject to customary conditions.

Key Highlights

  • 1Norfolk Southern Corporation is issuing $300 million in 3.150% Senior Notes due 2027.
  • 2The offering is priced at 99.847% of the aggregate principal amount.
  • 3Net proceeds are estimated to be approximately $297.1 million after fees and expenses.
  • 4The company entered into an Underwriting Agreement with Citigroup Global Markets Inc. and Wells Fargo Securities, LLC.
  • 5The notes are being offered under the company's effective Registration Statement on Form S-3.
  • 6The transaction is expected to close on or about May 31, 2017.
  • 7This action signifies the company's ongoing capital raising activities.

Frequently Asked Questions

The 8-K filing does not explicitly state the specific use of proceeds for the $300 million Senior Notes. However, debt issuances by companies like Norfolk Southern are typically used for general corporate purposes, which can include funding operations, capital expenditures, acquisitions, refinancing existing debt, or returning capital to shareholders. Investors should look for further disclosures in future SEC filings for more specific details on the use of these funds.

The Senior Notes have an aggregate principal amount of $300 million, mature in 2027, and carry a fixed coupon rate of 3.150%. They were offered at a public offering price of 99.847% of their principal amount.

The underwriters for this offering are represented by Citigroup Global Markets Inc. and Wells Fargo Securities, LLC.

The offering is expected to close on or about May 31, 2017, subject to the satisfaction of customary closing conditions.