8-KMaterial AgreementsFinancial EventsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Nov 16, 2017)

Filed November 16, 2017For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) has filed an 8-K report detailing a significant debt transaction. On November 16, 2017, the company issued approximately $750 million in new 3.942% Notes due 2047. These New Notes were primarily issued in exchange for existing outstanding debt securities, as part of the expiration of early exchange dates for previously announced exchange offers. The issuance of these notes represents a refinancing or restructuring of existing debt obligations. Investors should note the specific interest rate of 3.942% and the long maturity of 2047. The company has also entered into a Registration Rights Agreement, obligating them to file an exchange offer registration statement with the SEC within 180 days and to have it declared effective within 270 days, to register securities in exchange for the New Notes.

Key Highlights

  • 1Norfolk Southern issued approximately $749.997 million in new 3.942% Notes due 2047.
  • 2The issuance was part of the expiration of early exchange dates for previously announced exchange offers.
  • 3The New Notes were issued in exchange for specified series of the Registrant's outstanding debt securities.
  • 4The New Notes will pay interest semiannually at a rate of 3.942% per annum.
  • 5The New Notes have a maturity date of November 1, 2047, with specified redemption terms.
  • 6A Registration Rights Agreement was entered into, requiring NSC to register identical securities within specific SEC filing timelines.
  • 7The Indenture governing the New Notes and the Registration Rights Agreement are filed as exhibits.

Frequently Asked Questions

The main purpose of this filing is to report on the issuance of new debt securities, specifically $749.997 million in 3.942% Notes due 2047, which were issued in exchange for existing debt as part of a debt exchange offer.

The new notes carry a fixed interest rate of 3.942% per annum, payable semiannually, and mature on November 1, 2047.

The Registration Rights Agreement obligates Norfolk Southern to file a registration statement with the SEC to register securities with terms identical to the New Notes. This is typically done to allow for the future sale or exchange of these securities into registered form, making them more easily transferable or marketable.

This issuance primarily represents a refinancing or restructuring of existing debt. The New Notes were issued in exchange for specified series of the company's outstanding debt securities.