CSX CORPORATION (NASDAQ:CSX) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement |
On April 26, 2017, CSX Corporation (the Company) entered into an
Underwriting Agreement (the Underwriting Agreement) with J.P.
Morgan Securities LLC, Morgan Stanley Co. LLC and UBS Securities
LLC, as representatives of the Underwriters named therein (the
Underwriters) for the public offering of $850,000,000 aggregate
principal amount of the Companys 3.250% Notes due 2027 (the
Notes). The Notes were issued to an indenture, dated as of August
1, 1990, between the Company and The Bank of New York Mellon
Trust Company, N.A. (formerly known as The Bank of New York Trust
Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly
known as The Chase Manhattan Bank), as trustee, as supplemented
by a First Supplemental Indenture dated as of June 15, 1991, a
Second Supplemental Indenture dated as of May 6, 1997, a Third
Supplemental Indenture dated as of April 22, 1998, a Fourth
Supplemental Indenture dated as of October 30, 2001, a Fifth
Supplemental Indenture dated as of October 27, 2003, a Sixth
Supplemental Indenture dated as of September 23, 2004, a Seventh
Supplemental Indenture dated as of April 25, 2007 and an Eighth
Supplemental Indenture dated as of March 24, 2010 (collectively,
the Indenture), and an Action of Authorized Pricing Officers
dated as of April 26, 2017. The Notes have been registered under
the Securities Act of 1933, as amended (the Act), by a
Registration Statement on Form S-3ASR (Registration No.
333-209541) which became effective February 12, 2016. On April
27, 2017, the Company filed with the Securities and Exchange
Commission, to Rule 424(b)(2) under the Act, its Prospectus,
dated February 12, 2016, and Prospectus Supplement, dated April
26, 2017, pertaining to the offering and sale of the Notes.
The form of Note is filed as Exhibit 4.2 to this Report and is
incorporated by reference in this Report.
| Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
See Item 1.01.
| Item9.01. | Financial Statements and Exhibits |
(d)Exhibits required to be filed by Item 601 of Regulation S-K.
The following exhibits are filed as a part of this Report.
|
Exhibit No. |
Description |
|
| 1.1 |
Underwriting Agreement, dated April 26, 2017, among CSX Corporation and J.P. Morgan Securities LLC, Morgan Stanley Co. LLC and UBS Securities LLC, as representatives of the Underwriters named therein. |
|
| 4.1 |
Action of Authorized Pricing Officers of CSX Corporation dated April 26, 2017. |
|
| 4.2 | Form of Note. | |
| 5.1.1 | Opinion of Davis Polk Wardwell LLP. | |
| 5.1.2 |
Opinion of Ellen M. Fitzsimmons, Executive Vice President of Law and Public Affairs, General Counsel and Corporate Secretary of CSX Corporation. |
|
| 12.1 | Computation of Ratio of Earnings to Fixed Charges | |
| 23.1.1 |
Consent of Davis Polk Wardwell LLP (included in Exhibit 5.1.1). |
|
| 23.1.2 |
Consent of Ellen M. Fitzsimmons, Executive Vice President of Law and Public Affairs, General Counsel and Corporate Secretary of CSX Corporation (included in Exhibit 5.1.2). |
About CSX CORPORATION (NASDAQ:CSX)
CSX Corporation, together with its subsidiaries, is a transportation company. The Company provides rail-based transportation services, including rail service and the transport of intermodal containers and trailers. The Company serves three lines of business, such as merchandise business, coal business and intermodal business. The Company’s merchandise business consists of shipments in diverse markets, such as agricultural products, phosphates and fertilizers, food and consumer, chemicals, automotive, metals, forest products, minerals, and waste and equipment. The Company’s coal business transports domestic coal, coke and iron ore to electricity-generating power plants, steel manufacturers and industrial plants, as well as exports coal to deep-water port facilities. The Company’s intermodal business combines the rail transportation with the short-haul flexibility of trucks and offers long-haul trucking. CSX CORPORATION (NASDAQ:CSX) Recent Trading Information
CSX CORPORATION (NASDAQ:CSX) closed its last trading session up +0.26 at 51.10 with 6,610,365 shares trading hands.