UNION PACIFIC CORPORATION (NYSE:UNP) Files An 8-K Other Events
Item 8.01 Other Events
On February 11, 2019, Union Pacific Corporation (the “Company”) entered into an Underwriting Agreement for the sale of $500,000,000 in aggregate principal amount of its 2.950% Notes due 2022 (the “2022 Notes”); $500,000,000 in aggregate principal amount of its 3.150% Notes due 2024 (the “2024 Notes”); $1,000,000,000 in aggregate principal amount of its 3.700% Notes due 2029 (the “2029 Notes”); and $1,000,000,000 in aggregate principal amount of its 4.300% Notes due 2049 (the “2049 Notes”, and, together with the 2022 Notes, 2024 Notes, 2029 Notes, the “Notes”).The Company registered the offering of the Notes under the Securities Act of 1933, as amended, to its shelf registration on Form S-3 (File No. 333-222979).The Notes are issuable to an Indenture, dated as of April1, 1999 (herein called the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Mellon (formerly known as The Bank of New York), as successor to JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank), as Trustee.
Attached as Exhibit 1.1 is the Underwriting Agreement (including the Terms Agreement), dated February 11, 2019, between the Company and Barclays Capital Inc.; Credit Suisse Securities (USA) LLC; J.P. Morgan Securities LLC; and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, to which the Company has agreed to sell, and the underwriters have agreed to purchase, subject to the terms and conditions contained therein, the Notes.Also attached as Exhibit5.1 is an opinion of John A. Menicucci, Jr., Assistant Secretary of the Company, regarding certain aspects of the legality of the Notes.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
1.1.Underwriting Agreement (including Terms Agreement), dated February 11, 2019, between the Company and Barclays Capital Inc.; Credit Suisse Securities (USA) LLC; J. P. Morgan Securities LLC; and Morgan Stanley & Co. LLC, as Representatives of the several underwriters named therein.
4.1.Form of 2.950% Note due 2022.
4.2.Form of 3.150% Note due 2024.
4.3.Form of 3.700% Note due 2029.
4.4.Form of 4.300% Note due 2049.
5.1.Opinion of John A. Menicucci, Jr., Assistant Secretary to the Company regarding certain aspects of the legality of the Notes.
23.1.Consent of John A. Menicucci, Jr. (included as part of Exhibit 5.1).
UNION PACIFIC CORP Exhibit
EX-1.1 2 unp-20190219xex1_1.htm EX-1.1 Ex 11 Exhibit 1.1 EXECUTION VERSION UNION PACIFIC CORPORATION Debt Securities UNDERWRITING AGREEMENT 1.Introduction. Union Pacific Corporation,…
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About UNION PACIFIC CORPORATION (NYSE:UNP)
Union Pacific Corporation operates through its principal operating company, Union Pacific Railroad Company. Union Pacific Railroad Company links approximately 20 states in the western two-thirds of the country by rail, providing link in the supply chain. The Company’s business mix includes agricultural products, automotive, chemicals, coal, industrial products and intermodal. The Company operates from West Coast and Gulf Coast ports to eastern gateways, connects with Canada’s rail systems and serves approximately six Mexico gateways. The Company is a Class I railroad operating in the United States. The Company’s network includes approximately 32,080 route miles, linking Pacific Coast and Gulf Coast ports with the Midwest and Eastern United States gateways and providing several corridors to Mexican gateways. The Company owns approximately 26,060 miles and operates on the remainder pursuant to trackage rights or leases.
