Summary
Norfolk Southern Corporation (NSC) filed an 8-K on February 15, 2018, to report a material definitive agreement related to the issuance and sale of new debt. The Company entered into an Underwriting Agreement to issue $500 million in aggregate principal amount of 4.150% Senior Notes due 2048. The net proceeds are estimated to be approximately $492.5 million after accounting for underwriting discounts and offering expenses. This offering is part of a broader strategy to manage the company's capital structure and likely fund ongoing operations or strategic initiatives. The notes are being offered under an effective Registration Statement on Form S-3. Investors should note that the underwriting agreement details standard representations and covenants, which do not serve as factual representations about the company's current condition to investors. The closing of the offering is expected around February 28, 2018.
Key Highlights
- 1Norfolk Southern Corporation (NSC) is issuing $500 million in aggregate principal amount of 4.150% Senior Notes due 2048.
- 2The net proceeds from the offering are estimated to be approximately $492.5 million, after deducting underwriting discounts and estimated expenses.
- 3The debt issuance is governed by an Underwriting Agreement entered into on February 13, 2018, with Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC as representatives of the underwriters.
- 4The offering is being made pursuant to a prospectus supplement and an effective Registration Statement on Form S-3 (File No. 333-222869).
- 5The transaction is expected to close on or about February 28, 2018, subject to customary closing conditions.
- 6The filing serves as notification of a material definitive agreement under Item 1.01 of Form 8-K.