NORFOLK SOUTHERN CORPORATION (NYSE:NSC) Files An 8-K Entry into a Material Definitive Agreement

NORFOLK SOUTHERN CORPORATION (NYSE:NSC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement

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On March 1, 2019, Norfolk Southern Corporation (the “Company”), through its wholly-owned freight railroad subsidiary Norfolk Southern Railway Company (“NSRC”), entered into certain agreements related to the construction and leasing of a new building in Atlanta, Georgia to consolidate its Norfolk, Virginia and Atlanta, Georgia offices into a single corporate headquarters location (the “Building”). Those agreements included (collectively, the “Transaction Documents”):


a Construction Agency Agreement (the “Construction Agency Agreement”) with BA Leasing BSC, LLC (“BAL”);


a Lease Agreement (the “Lease”) with BAL; and


a Participation Agreement (the “Participation Agreement”) with BAL, Bank of America, N.A., as Administrative Agent, and each of the Rent Assignees listed on Schedule II thereto.

Cost of construction of the Building is expected not to exceed $550 million. NSRC’s obligations under the Transaction Documents will be guaranteed by the Company to a Guaranty (the “Guaranty”). The Building will be constructed on property owned jointly by NSRC and another wholly-owned subsidiary of the Company, which will be leased to BAL under a long-term ground lease. to the Construction Agency Agreement, NSRC will act as the construction agent for BAL in connection with the construction and development of the Building. Construction is expected to commence in the first quarter of 2019 and is expected to be completed in the third quarter of 2021. Upon completion of the Building, NSRC will lease the Building from BAL for a term of five years (the “Term”) and will pay rent monthly. In addition, NSRC will pay all operating costs (including property taxes, insurance and utility costs) and all costs of repairs to the Building.

If NSRC is not in default under the Lease, at least 180 days prior to the end of the Term, NSRC must elect to do one of the following:


extend the Lease for an additional five years with the consent of BAL and the other Rent Assignees;


purchase the Building; or


arrange a sale of the Building to a third party.

Copies of the Lease, Participation Agreement, Construction Agency Agreement and Guaranty are attached hereto. The foregoing descriptions of these agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are 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.

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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.

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