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NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Jan 27, 2023)

Reports
Material Agreements·Exhibits & Filings
Filing Date
Filed January 27, 2023
Period End
January 26, 2023
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 · Feb ’18Feb ’18
  2. Leadership change8-K · Feb ’20Feb ’20
  3. Material agreement8-K · Feb ’22Feb ’22
  4. Leadership change8-K · Jun ’26Jun ’26

01—Abstract

Summary

Summary of the 8-K filed January 27, 2023. Cited figures are marked; the original filing is the authoritative source.

Norfolk Southern Corporation (NSC) has filed an 8-K report detailing a significant debt issuance.

On January 26, 2023, the company entered into an Underwriting Agreement to issue $500 milliona in 4.450% Senior Notes due 2033. The offering is expected to generate approximately $494.0 million in net proceeds after accounting for underwriting discounts and expenses. These net proceeds are earmarked for general corporate purposes, which provides the company with flexibility in its financial management.

The issuance is subject to customary closing conditions and is anticipated to close around February 2, 2023. This move indicates NSC's strategy to raise capital, potentially for ongoing operations, investments, or refinancing existing debt.

02—Key points

Key Highlights

  1. Issuance of $500 million in 4.450% Senior Notes due 2033.
  2. Net proceeds from the offering are estimated to be approximately $494.0 million.
  3. Proceeds are designated for general corporate purposes.
  4. The Underwriting Agreement was entered into on January 26, 2023.
  5. The offering is expected to close on or about February 2, 2023.
  6. The notes were offered pursuant to a prospectus supplement to an effective registration statement.
  7. Key underwriters include Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and U.S. Bancorp Investments, Inc.

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 the entry into a material definitive agreement, specifically an Underwriting Agreement for the issuance and sale of $500 million in Senior Notes.

  2. How much money did Norfolk Southern raise from this debt issuance?

    Norfolk Southern raised $500 million in aggregate principal amount of Senior Notes. After deducting underwriting discounts and estimated expenses, the company expects to receive approximately $494.0 million in net proceeds.

  3. What will the proceeds from the Senior Notes issuance be used for?

    The net proceeds from the sale of the Notes are intended for general corporate purposes.

  4. When is this debt offering expected to be completed?

    The offering is expected to close on or about February 2, 2023, subject to customary closing conditions.

04—Continue

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