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NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Feb 17, 2022)

Reports
Material Agreements·Exhibits & Filings
Filing Date
Filed February 17, 2022
Period End
February 15, 2022
Security
NSC
In the record · 2016–202610-K1110-Q328-K193

NSC filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 193 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Jun ’16Jun ’16
  2. Leadership change8-K · Mar ’19Mar ’19
  3. Material agreement8-K · May ’21May ’21
  4. Leadership change8-K · Jun ’26Jun ’26

01—Abstract

Summary

Summary of the 8-K filed February 17, 2022. Cited figures are marked; the original filing is the authoritative source.

Norfolk Southern Corporation (NSC) announced on February 17, 2022, the completion of a significant debt offering.

The company successfully issued and sold $600 milliona in 3.000% Senior Notes due 2032 and $400 million in 3.700% Senior Notes due 2053, for a total of $1 billion in new debt. The net proceeds from this offering are estimated to be approximately $988.4 million, after accounting for underwriting discounts and expenses. These proceeds are earmarked for general corporate purposes, indicating the company's intent to use the capital for ongoing operational needs, potential investments, or debt management.

The offering was conducted under a prospectus supplement to an existing registration statement, and the details of the Underwriting Agreement, which outlines the terms of the sale, have been filed as an exhibit to this report. Investors should note that this filing primarily concerns the capital raise and does not contain new financial results.

02—Key points

Key Highlights

  1. Norfolk Southern Corp. (NSC) raised $1 billion through a senior notes offering.
  2. The offering consisted of $600 million in 3.000% Senior Notes due 2032.
  3. The offering also included $400 million in 3.700% Senior Notes due 2053.
  4. Estimated net proceeds from the offering are approximately $988.4 million.
  5. Proceeds are intended for general corporate purposes.
  6. The offering closed with customary closing conditions expected around February 25, 2022.
  7. The Underwriting Agreement has been filed as an exhibit to the report.

03—Questions

Frequently Asked Questions

  1. What is the primary purpose of this 8-K filing?

    The primary purpose of this 8-K filing is to report on Norfolk Southern Corporation's entry into a material definitive agreement, specifically the Underwriting Agreement for the issuance and sale of $1 billion in senior notes.

  2. How much money did Norfolk Southern raise, and what will it be used for?

    Norfolk Southern raised approximately $1 billion through the sale of senior notes. The estimated net proceeds are about $988.4 million, which the company intends to use for general corporate purposes.

  3. What are the terms of the new debt issued?

    The company issued $600 million of 3.000% Senior Notes due 2032 and $400 million of 3.700% Senior Notes due 2053.

  4. When is the offering expected to be finalized?

    The offering was expected to close on or about February 25, 2022, subject to the satisfaction of customary closing conditions.

04—Continue

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