8-KMaterial AgreementsFinancial EventsExhibits & Filings

UNION PACIFIC CORP 8-K Report, Material Agreement (Oct 7, 2008)

Filed October 7, 2008For Securities:UNP

Summary

Union Pacific Corporation (UNP) filed an 8-K on October 7, 2008, to report a material definitive agreement related to the issuance of new debt. Specifically, on October 2, 2008, the company entered into an Underwriting Agreement to sell $750 million in aggregate principal amount of its 7.875% Notes due 2019. This offering was registered under the Securities Act of 1933 via a shelf registration statement previously filed on Form S-3.

Key Highlights

  • 1Union Pacific Corporation issued $750,000,000 of 7.875% Notes due 2019.
  • 2The issuance was facilitated through an Underwriting Agreement dated October 2, 2008.
  • 3Key underwriters included Barclays Capital Inc., Credit Suisse Securities (USA) LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
  • 4The offering was registered under the Securities Act of 1933 using a pre-filed shelf registration statement (Form S-3).
  • 5This filing confirms a significant debt financing event for the company.
  • 6The transaction constitutes a direct financial obligation for Union Pacific Corporation.

Frequently Asked Questions

The primary purpose of this 8-K filing is to publicly disclose a material definitive agreement, specifically the Underwriting Agreement for the issuance of $750 million of 7.875% Notes due 2019. This action is a standard reporting requirement when a company enters into significant debt financing arrangements.

Union Pacific Corporation is issuing $750,000,000 in aggregate principal amount of notes with a coupon rate of 7.875% that mature in 2019.

This filing does not specify the exact use of proceeds for the $750 million in notes. However, debt issuance of this magnitude typically funds general corporate purposes, capital expenditures, refinancing existing debt, or strategic initiatives. Investors should look to other company disclosures for detailed capital allocation strategies.

The Underwriting Agreement is the formal contract detailing the terms under which the company sells the notes to the underwriters, who then resell them to investors. The named underwriters (Barclays Capital Inc., Credit Suisse Securities (USA) LLC, and Merrill Lynch, Pierce, Fenner & Smith Incorporated) are major financial institutions that facilitate such large debt offerings in the capital markets. Their involvement indicates a standard and well-executed debt issuance process.