NORFOLK SOUTHERN CORPORATION (NYSE:NSC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On May22, 2017, Norfolk Southern Corporation (the Company)
entered into an Underwriting Agreement (the Underwriting
Agreement) with Citigroup Global Markets Inc. and Wells Fargo
Securities, LLC, as representatives of the several underwriters
named therein, to issue and sell $300 million aggregate principal
amount of the Companys 3.150% Senior Notes due 2027 (the Notes)
at a public offering price equal to 99.847% of the aggregate
principal amount of the Notes (the Offering). The Company
estimates that the net proceeds from the Offering will be
approximately $297.1 million, after deducting the underwriting
discount and estimated Offering expenses payable by the Company.
The Offering is expected to close on or about May31, 2017,
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
May22, 2017, to the prospectus dated May28, 2015 that form part
of the Companys effective Registration Statement on Form S-3
(File No.333-202023) filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is filed as part of this Current Report on
Form 8-K:
|
ExhibitNumber |
Description |
|
| 1.1 |
Underwriting Agreement, dated May 22, 2017, among the Company and Citigroup Global Markets Inc. and Wells Fargo Securities, LLC. |
-2-
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.
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. NORFOLK SOUTHERN CORPORATION (NYSE:NSC) Recent Trading Information
NORFOLK SOUTHERN CORPORATION (NYSE:NSC) closed its last trading session up +0.34 at 114.71 with 995,385 shares trading hands.