8-KMaterial AgreementsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Oct 28, 2019)

Filed October 28, 2019For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) announced on October 24, 2019, the completion of a significant debt offering. The company issued and sold $800 million in aggregate principal amount of Senior Notes, split between $400 million of 2.550% Senior Notes due 2029 and $400 million of 3.400% Senior Notes due 2049. The net proceeds from this offering are estimated to be approximately $787.6 million, after deducting underwriting discounts and expenses. This debt issuance indicates the company's strategic use of capital markets to manage its financial structure and potentially fund future operations or investments. Investors should note the long-term nature of the 2049 notes, reflecting a commitment to long-term financing. The offering was conducted under an Underwriting Agreement with prominent financial institutions and was registered under an existing Form S-3 shelf registration statement.

Key Highlights

  • 1NSC completed a public offering of $800 million in Senior Notes.
  • 2The offering consisted of $400 million in 2.550% Senior Notes due 2029 and $400 million in 3.400% Senior Notes due 2049.
  • 3Estimated net proceeds from the offering are approximately $787.6 million.
  • 4The offering was made through an Underwriting Agreement with BofA Securities, Inc., Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC.
  • 5The Notes were offered pursuant to a prospectus supplement to an existing Form S-3 registration statement.
  • 6The offering closed on or about November 4, 2019, subject to customary closing conditions.

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