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NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Aug 2, 2018)

Filed August 2, 2018For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) announced on August 2, 2018, the successful completion of a significant debt offering totaling $1.5 billion. This offering comprised four series of Senior Notes with varying maturity dates and interest rates: $300 million in 3.650% Senior Notes due 2025, $400 million in 3.800% Senior Notes due 2028, $200 million in 4.150% Senior Notes due 2048, and $600 million in 5.100% Senior Notes due 2118. This debt issuance, facilitated by an Underwriting Agreement with prominent financial institutions and conducted under an existing shelf registration statement, provides NSC with substantial capital. The company has the option to redeem these notes under specific conditions, with redemption prices varying based on proximity to the maturity date. This strategic move likely aims to refinance existing debt, fund capital expenditures, or enhance liquidity, providing financial flexibility for the company's future operations and growth initiatives.

Key Highlights

  • 1Norfolk Southern Corporation completed a $1.5 billion offering of Senior Notes on August 2, 2018.
  • 2The offering includes four tranches of notes with maturities in 2025, 2028, 2048, and 2118.
  • 3Interest rates for the notes range from 3.650% to 5.100% per annum.
  • 4The 2048 Notes represent a further issuance, consolidating with existing 4.150% Senior Notes due 2048.
  • 5The company has the option to redeem the notes early under specified terms and conditions.
  • 6The issuance was made under an Automatic Shelf Registration Statement on Form S-3.
  • 7The offering was underwritten by Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC.

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