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Actionable news in NSC: NORFOLK SOUTHERN Corp,

Norfolk Southern announces private exchange offers

The table below indicates each series of Existing Notes included in the Exchange Offers:

Cusip
Numbers

Title of
Security
(collectively,
the
"Existing
Notes")

Principal
Amount
Outstanding

Acceptance
Priority
Level(1)

Series
Tender
Caps(2)

Reference
U.S.
Treasury

Bloomberg
Reference
Page

Fixed
Spread
(bps)

Cash
Payment
Percent of
Premium(3)

Early
Exchange
Premium(4)(5)











655844AK4

7.900%
Notes due
2097

$273,317,000

1

N/A

3.000%
due
February
15, 2047

PX1

175

0%

$30.00

655844BD9

6.000%
Notes due
2111

$504,492,000

2

N/A

3.000%
due
February
15, 2047

PX1

170

0%

$30.00

655844AV0

6.000%
Notes due
2105

$550,000,000

3

N/A

3.000%
due
February
15, 2047

PX1

170

0%

$30.00

655844AF5

7.050%
Notes due
2037

$256,690,000

4

N/A

3.000%
due
February
15, 2047

PX1

80

2%

$30.00

655844AQ1

7.250%
Notes due
2031

$316,316,000

5

N/A

2.375%
due May
15, 2027

PX1

75

21%

$30.00

655844AJ7

7.800%
Notes due
2027

$368,199,000

6

N/A

2.375%
due May
15, 2027

PX1

70

72%

$30.00

655844BN7

4.800%
Notes due
2043

$500,000,000

7

$100,000,000

3.000%
due
February
15, 2047

PX1

85

40%

$30.00

655844BR8

4.650%
Notes due

2046

$600,000,000

8

$50,000,000

3.000%
due
February
15, 2047

PX1

95

68%

$30.00











_______________________________

(1) All Existing Notes tendered for exchange in the Exchange Offers on or before the Early Exchange Date (as defined below) will have priority over any Existing Notes that are tendered for exchange after the Early Exchange Date.

(2) Maximum aggregate principal amount of Existing Notes of such series to be accepted for exchange in the Exchange Offers.

(3) The "Cash Payment Percent of Premium" is the percent (as set forth with respect to each series of Existing Notes in the table above) of the amount by which the Total Exchange Consideration (as defined below and calculated at the Pricing Date [as defined below]) exceeds $1,000 per $1,000 principal amount of such Existing Notes.

(4) Per $1,000 principal amount of Existing Notes.

(5) Holders who validly tender Existing Notes after the Early Exchange Date but on or before the Expiration Date (as defined below) will not be eligible to receive the "Early Exchange Premium" of $30 principal amount of New Notes for each $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn.

The aggregate principal amount of New Notes to be issued pursuant to the Exchange Offers will be subject to a maximum amount of $600,000,000 aggregate principal amount (the "New Issue Cap"). In addition, the principal amount of each series of Existing Notes that is accepted pursuant to the Exchange Offers will be subject to the "acceptance priority level" (in numerical priority order) and, in certain cases, a "Series Tender Cap" of such series as set forth in the table above and as further described in the Offering Documents.

All Existing Notes that are tendered for exchange in an Exchange Offer on or before the Early Exchange Date will have priority over Existing Notes that are tendered for exchange after the Early Exchange Date. If the principal amount of Existing Notes validly tendered on or before the Early Exchange Date constitutes a principal amount of Existing Notes that, if accepted by the Company, would result in the Company issuing New Notes having an aggregate principal amount equal to or in excess of the New Issue Cap, the Company will not accept any Existing Notes tendered for exchange after the Early Exchange Date (even if they are of acceptance priority level 1).

The following is a summary of certain key elements of the planned Exchange Offers:

  • The Exchange Offers will expire at 11:59 p.m., New York City time, on August 25, 2017, unless extended by the Company (the "Expiration Date").
  • Eligible Holders who validly tender Existing Notes prior to the Early Exchange Date and do not validly withdraw such tendered Existing Notes prior to the Withdrawal Deadline (as defined below), will receive, for each $1,000 principal amount of Existing Notes tendered and accepted, a combination of a principal amount of New Notes and cash...

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