NORFOLK SOUTHERN CORPORATION (NYSE:NSC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement
On February 13, 2018, Norfolk Southern Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, to issue and sell $500 million aggregate principal amount of the Company’s 4.150% Senior Notes due 2048 (the “Notes”) at a public offering price equal to 99.541% of the aggregate principal amount of the Notes (the “Offering”). The Company estimates that the net proceeds from the Offering will be approximately $492.5 million, after deducting the underwriting discount and estimated Offering expenses payable by the Company. The Offering is expected to close on or about February 28, 2018, subject to satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and covenants among the parties. These representations, warranties and covenants are not representations of factual information to investors about the Company or its subsidiaries, and the sale of any Notes to the Underwriting Agreement is not a representation that there has not been any change in the condition of the Company. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
The Notes have been offered to a prospectus supplement, dated February 13, 2018, to the prospectus dated February 5, 2018, that form part of the Company’s effective Registration Statement on Form S-3 (File No. 333-222869) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed as part of this Current Report on Form 8-K:
to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NORFOLK SOUTHERN CORP ExhibitEX-1.1 2 nscex11-021518.htm UNDERWRITING AGREEMENT Exhibit Execution VersionNorfolk Southern Corporation $500,…To view the full exhibit click here
About NORFOLK SOUTHERN CORPORATION (NYSE:NSC)
Norfolk Southern Corporation is a holding company engaged in the rail transportation business. The Company operates approximately 20,000 miles of road primarily in the East and Midwest. The Company is engaged in the rail transportation of raw materials, intermediate products and finished goods primarily in the Southeast, East and Midwest. The Company, through interchange with rail carriers, to and from the rest of the United States. The Company also transports overseas freight through various Atlantic and Gulf Coast ports. It provides logistics services and offers the intermodal network in the eastern half of the United States. The Company’s system reaches various manufacturing plants, electric generating facilities, mines, distribution centers and other businesses located in its service area. The Company’s intermodal market group consists of shipments moving in trailers, domestic and international containers, and RoadRailer equipment.