Virginia
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1-8339
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52-1188014
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Three Commercial Place
Norfolk, Virginia
23510-9241
(Address of principal executive offices)
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(757) 629-2680
(Registrant’s telephone number, including area code)
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Exhibit Number
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Description
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99.1
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Press release dated August 2, 2012.
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SIGNATURES
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NORFOLK SOUTHERN CORPORATION
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(Registrant)
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By:
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/s/ Howard D. McFadden
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Name:
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Howard D. McFadden
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Title:
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Corporate Secretary
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Exhibit Number
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Description
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99.1
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Press release dated August 2, 2012.
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Composition of Total
Exchange Consideration (4)
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Cusip Numbers
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Title of Security
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Principal Amount
Outstanding
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Acceptance
Priority Level (3)
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Reference
U.S. Treasury
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Fixed Spread
(Basis points)
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New Notes
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Cash (4)
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Early
Exchange Premium (1)
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Hypothetical Exchange
Consideration (1)(2)(4)
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Hypothetical Total Exchange
Consideration (1)(2)(4)(5)
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655844AF5
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7.050% Notes due 2037
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$ | 294,817,000 | 1 |
3.000% due May 15, 2042
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+120 | 90 | % | 10 | % | $ | 30.00 | $ | 1,500.97 | $ | 1,530.97 | |||||||||||||||||
655844AQ1
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7.250% Notes due 2031
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$ | 472,701,000 | 2 |
3.000% due May 15, 2042
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+80 | 87 | % | 13 | % | $ | 30.00 | $ | 1,506.42 | $ | 1,536.42 | |||||||||||||||||
655844AJ7
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7.800% Notes due 2027
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$ | 440,000,000 | 3 |
3.000% due May 15, 2042
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+60 | 81 | % | 19 | % | $ | 30.00 | $ | 1,516.61 | $ | 1,546.61 | |||||||||||||||||
655844AX6
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5.640% Notes due 2029
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$ | 350,000,000 | 4 |
3.000% due May 15, 2042
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+70 | 77 | % | 23 | % | $ | 30.00 | $ | 1,278.50 | $ | 1,308.50 | |||||||||||||||||
655844AW8
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5.590% Notes due 2025
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$ | 366,620,000 | 5 |
1.750% due May 15, 2022
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+130 | 87 | % | 13 | % | $ | 30.00 | $ | 1,271.09 | $ | 1,301.09 | |||||||||||||||||
655844AA6
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9.000% Notes due 2021
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$ | 83,372,000 | 6 |
1.750% due May 15, 2022
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+85 | 67 | % | 33 | % | $ | 30.00 | $ | 1,484.39 | $ | 1,514.39 |
(1)
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Per $1,000 principal amount of Existing Notes. |
(2)
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See Annex B to the Offering Memorandum for details regarding the calculation of the hypothetical Exchange Consideration and Total Exchange Consideration for the Existing Notes tendered on or before the Early Exchange Date.
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(3)
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All Existing Notes tendered for exchange in an Exchange Offer on or before the Early Exchange Date (as defined below) will have priority over Existing Notes that are tendered for exchange after the Early Exchange Date.
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(4)
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Does not reflect any accrued and unpaid interest. The Company will pay accrued and unpaid interest on the Existing Notes up to, but not including the applicable Settlement Date (as defined below).
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(5)
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The Total Exchange Consideration includes the Early Exchange Premium (as defined below). Holders who validly tender Existing Notes after the Early Exchange Date but on or before the Expiration Date (as defined below) will not receive the Early Exchange Premium.
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Norfolk Southern Corporation, Three Commercial Place, Norfolk, Va. 23510-2191
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·
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The Exchange Offers will expire at 11:59 p.m., New York City time, on August 29, 2012, unless extended by the Company (the "Expiration Date").
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·
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The applicable Total Exchange Consideration for each $1,000 principal amount of Existing Notes tendered for exchange and accepted by the Company will equal (x) the discounted value on the Early Settlement Date of the remaining payments of principal and interest per $1,000 principal amount of the tendered series of Existing Notes through the maturity date of such series of Existing Notes, using a yield equal to the sum of (i) the yield, calculated in accordance with standard market practice, that corresponds to the bid-side price of the applicable Existing Notes Reference Treasury, as of 11:00 a.m., New York City time, on August 15, 2012, unless extended by the Company (the "Pricing Date"), as displayed on the Bloomberg Government Pricing Monitor page PX1 plus (ii) the applicable fixed spread specified in the table above for the applicable series of Existing Notes, minus (y) accrued and unpaid interest on such $1,000 principal amount of Existing Notes, to but not including the Early Settlement Date.
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o
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The Company will pay interest on the New Notes at a rate per annum equal to the yield, calculated in accordance with standard market practice, that corresponds to the bid-side price of the 1.750% United States Treasury due May 15, 2022 as of the Pricing Date, as displayed on the Bloomberg Government Pricing Monitor page PX1 plus a fixed spread of 115 basis points.
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·
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The Total Exchange Consideration will include an "Early Exchange Premium" of $30.00 per $1,000 principal amount of Existing Notes tendered and accepted for exchange.
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·
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The Total Exchange Consideration or the Exchange Consideration, as applicable, for each $1,000 principal amount of the Existing Notes, will be payable in cash and New Notes as further described in the Offering Documents.
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·
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Settlement for Existing Notes tendered on or before the Early Exchange Date and accepted by the Company is expected to be August 20, 2012, unless extended by the Company (the "Early Settlement Date"). Settlement for Existing Notes tendered and
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Norfolk Southern Corporation, Three Commercial Place, Norfolk, Va. 23510-2191
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·
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Eligible holders who validly tender and who do not validly withdraw their Existing Notes at or prior to 5:00 p.m., New York City time, on August 15, 2012, unless extended by the Company (the "Early Exchange Date"), and whose tenders are accepted for exchange by the Company, will receive the Total Exchange Consideration for each $1,000 principal amount of Existing Notes.
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Eligible holders who validly tender Existing Notes after the Early Exchange Date but prior to the Expiration Date, and whose Existing Notes are accepted for exchange by the Company, will receive the "Exchange Consideration," which is the Total Exchange Consideration minus the Early Exchange Premium of $30.00 per $1,000 principal amount at maturity of Existing Notes tendered and accepted for exchange.
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The cash payable to each holder whose Existing Notes are accepted for exchange will be adjusted as applicable by the accrued and unpaid interest on those Existing Notes and New Notes, to but not including the applicable Settlement Date.
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·
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Tenders of Existing Notes in the Exchange Offers may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on August 15, 2012, unless extended by the Company (the "Withdrawal Deadline"), but will thereafter be irrevocable, except in certain limited circumstances where additional withdrawal rights are required by law.
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·
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Consummation of the Exchange Offers is subject to a number of conditions, including the issuance of at least $250,000,000 aggregate principal amount of New Notes and the absence of certain adverse legal and market developments.
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·
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The Company will not receive any cash proceeds from the Exchange Offers.
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·
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Subject to applicable law, the Company may in its absolute discretion terminate any Exchange Offer for any reason or for no reason.
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Norfolk Southern Corporation, Three Commercial Place, Norfolk, Va. 23510-2191
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