8-KMaterial AgreementsFinancial EventsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Nov 4, 2019)

Filed November 4, 2019For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K on November 4, 2019, to report the completion of a significant debt offering. The company successfully issued $800 million in aggregate principal amount of Senior Notes, split equally between $400 million of 2.550% Senior Notes due 2029 and $400 million of 3.400% Senior Notes due 2049. This offering was conducted under the company's existing shelf registration statement and was facilitated by an underwriting agreement with BofA Securities, Morgan Stanley, and Wells Fargo Securities. The issuance of these notes represents a material definitive agreement and the creation of direct financial obligations for Norfolk Southern. The proceeds from this offering are intended to fund general corporate purposes. Investors should note the specific interest rates, maturity dates, and the terms surrounding the redemption of these notes, which indicate the company's financing strategy and potential future cash outflows.

Key Highlights

  • 1Completion of an $800 million debt offering by Norfolk Southern Corporation (NSC).
  • 2The offering consists of $400 million in 2.550% Senior Notes due 2029 and $400 million in 3.400% Senior Notes due 2049.
  • 3The notes were issued under the company's Automatic Shelf Registration Statement on Form S-3.
  • 4The offering was executed through an Underwriting Agreement with BofA Securities, Morgan Stanley, and Wells Fargo Securities.
  • 5The issuance constitutes a material definitive agreement and creates direct financial obligations for the company.
  • 6Details on the redemption terms for both the 2029 and 2049 Notes are provided, outlining call protection periods and pricing.
  • 7The filing includes legal opinions from internal and external counsel regarding the validity of the Notes.

Frequently Asked Questions

This 8-K filing is primarily to report the completion of Norfolk Southern Corporation's offering of $800 million in Senior Notes and to disclose the material definitive agreements and financial obligations associated with this transaction.

The filing indicates the offering was made pursuant to the company's shelf registration statement, which typically means the proceeds are intended for general corporate purposes. Specific use of proceeds is not detailed in this particular filing but is usually covered in the registration statement itself.

Norfolk Southern issued $400 million of 2.550% Senior Notes due 2029 and $400 million of 3.400% Senior Notes due 2049. Both series of notes pay interest semi-annually in arrears.

The redemption terms provide investors with protection against early calls at a discount to par for a significant period before maturity (three months for the 2029 Notes and six months for the 2049 Notes). If redeemed after these periods, the company can call the notes at par value plus accrued interest, plus a premium based on the present value calculation if redeemed earlier.