CSX CORPORATION (NASDAQ:CSX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On February 15, 2018, CSX Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., 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 $800,000,000 aggregate principal amount of the Company’s3.800% Notes due 2028, $850,000,000 aggregate principal amount of the Company’s4.300% Notes due 2048 and $350,000,000 aggregate principal amount of the Company’s 4.650% Notes due 2068 (collectively, the “Notes”). The Notes were issued to an indenture, dated as of August1, 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 June15, 1991, a Second Supplemental Indenture dated as of May6, 1997, a Third Supplemental Indenture dated as of April22, 1998, a Fourth Supplemental Indenture dated as of October30, 2001, a Fifth Supplemental Indenture dated as of October27, 2003, a Sixth Supplemental Indenture dated as of September23, 2004, a Seventh Supplemental Indenture dated as of April25, 2007 and an Eighth Supplemental Indenture dated as of March24, 2010 (collectively, the “Indenture”), and an Action of Authorized Pricing Officers dated as of February 15, 2018. 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 February12, 2016. On February [16], 2018, the Company filed with the Securities and Exchange Commission, to Rule 424(b)(2) under the Act, its Prospectus, dated February12, 2016, and Prospectus Supplement, dated February 15, 2018, pertaining to the offering and sale of the Notes.
The forms of the Notes are filed as Exhibits 4.2, 4.3 and 4.4 to this Report and are incorporated by reference in this Report.
| Item 1.01. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
See Item 1.01.
| Item 1.01. | 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.
CSX CORP ExhibitEX-1.1 2 d527232dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION CSX CORPORATION $800,…To view the full exhibit click here
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.