8-KMaterial AgreementsFinancial EventsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Feb 28, 2018)

Filed February 28, 2018For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K on February 28, 2018, to report the completion of its offering of $500 million in 4.150% Senior Notes due in 2048. These notes were issued under an automatic shelf registration statement and were sold pursuant to an underwriting agreement. The issuance of these notes represents a new long-term debt obligation for the company, with a stated interest rate of 4.150% and semi-annual interest payments.

Key Highlights

  • 1Completion of a $500 million offering of 4.150% Senior Notes due 2048.
  • 2New debt issuance was made under an Automatic Shelf Registration Statement on Form S-3.
  • 3The notes were issued pursuant to an Indenture dated February 28, 2018, with U.S. Bank National Association as trustee.
  • 4Interest payments on the notes are semi-annual at a rate of 4.150% per annum.
  • 5The company has the option to redeem the notes, with redemption prices varying based on the proximity to the maturity date.
  • 6The filing includes the underwriting agreement and the indenture as exhibits, along with legal opinions regarding the validity of the notes.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the completion of Norfolk Southern Corporation's offering of $500 million in Senior Notes due 2048, a material definitive agreement and the creation of a direct financial obligation.

The Senior Notes have an aggregate principal amount of $500 million, mature in 2048, and carry a fixed interest rate of 4.150% per annum, with interest paid semi-annually.

Yes, Norfolk Southern has the option to redeem the notes, either in whole or in part, at any time. The redemption price depends on whether the redemption occurs more than six months prior to the maturity date or on or after that date.

This issuance increases Norfolk Southern's long-term debt by $500 million, which will impact its leverage ratios and interest expense. Investors should review the company's balance sheet and cash flow statements in subsequent filings for a comprehensive understanding of the financial implications.