8-KMaterial AgreementsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Aug 1, 2023)

Filed August 1, 2023For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) announced on August 1, 2023, its entry into a material definitive agreement for a public offering of senior notes. The company is issuing $600 million in 5.050% Senior Notes due 2030 and $1 billion in 5.350% Senior Notes due 2054, raising a total of approximately $1.58 billion in net proceeds after underwriting discounts and expenses. These proceeds are earmarked for general corporate purposes, indicating a strategic move to strengthen the company's financial flexibility and fund ongoing operations or potential investments. The offering is being conducted through an Underwriting Agreement with prominent financial institutions including BofA Securities, Morgan Stanley, and Wells Fargo Securities. The transaction is expected to close around August 2, 2023, subject to customary closing conditions. Investors should note that the terms of the underwriting agreement contain standard representations and covenants, and the sale of these notes does not constitute a representation of the company's current condition. This debt issuance is registered under a Form S-3 shelf registration statement.

Key Highlights

  • 1Norfolk Southern Corp. has entered into an Underwriting Agreement to issue and sell Senior Notes.
  • 2The company is offering $600 million in 5.050% Senior Notes due 2030.
  • 3Additionally, $1 billion in 5.350% Senior Notes due 2054 are being issued.
  • 4The aggregate principal amount of the offering is $1.6 billion.
  • 5Estimated net proceeds from the offering are approximately $1.58 billion.
  • 6The proceeds are intended for general corporate purposes.
  • 7The offering is expected to close on or about August 2, 2023.

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