UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 1.01. | Entry into a Material Definitive Agreement |
On September 3, 2019, 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 $400,000,000 aggregate principal amount of the Company’s 2.400% Notes due 2030 (the “2030 Notes”) and $600,000,000 aggregate principal amount of the Company’s 3.350% Notes due 2049 (the “2049 Notes” and, together with the 2030 Notes, the “Notes”). The offering of the Notes was made pursuant to the Company’s shelf registration statement on Form S-3ASR (Registration No. 333- 229627) which became effective February 12, 2019. On September 3, 2019, the Company filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(2) under the Act, its Prospectus, dated February 12, 2019, and Prospectus Supplement, dated September 3, 2019, pertaining to the offering and sale of the Notes.
Pursuant to the Underwriting Agreement, the Company agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Company expects the offering of the Notes to close on September 12, 2019, subject to customary closing conditions.
The foregoing summary is qualified by reference to the Underwriting Agreement which is filed as an exhibit to this Current Report on Form 8-K and is incorporated by reference herein and in the above-referenced shelf registration statement.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits required to be filed by Item 601 of Regulation S-K. |
The following exhibit is filed as a part of this Report.
| Exhibit |
Description | |||
| 1.1 |
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| 104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |||
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CSX CORPORATION | ||||||
| Date: September 5, 2019 |
By: |
/s/ Sean Pelkey | ||||
| Name: |
Sean Pelkey | |||||
| Title: |
Vice President and Treasurer | |||||