FWP

0001193125-16-583961.txt : 20160509 0001193125-16-583961.hdr.sgml : 20160509 20160509165607 ACCESSION NUMBER: 0001193125-16-583961 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160509 DATE AS OF CHANGE: 20160509 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON NORTHERN SANTA FE, LLC CENTRAL INDEX KEY: 0000934612 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 271754839 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-211220 FILM NUMBER: 161632442 BUSINESS ADDRESS: STREET 1: 2650 LOU MENK DR CITY: FT WORTH STATE: TX ZIP: 76131-2830 BUSINESS PHONE: 8007952673 MAIL ADDRESS: STREET 1: 2650 LOU MENK DRIVE CITY: FORT WORTH STATE: TX ZIP: 76131-2830 FORMER COMPANY: FORMER CONFORMED NAME: BURLINGTON NORTHERN SANTA FE CORP DATE OF NAME CHANGE: 19951122 FORMER COMPANY: FORMER CONFORMED NAME: BURLINGTON NORTHERN SANTE FE CORP DATE OF NAME CHANGE: 19950913 FORMER COMPANY: FORMER CONFORMED NAME: BNSF CORP DATE OF NAME CHANGE: 19941223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON NORTHERN SANTA FE, LLC CENTRAL INDEX KEY: 0000934612 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 271754839 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 2650 LOU MENK DR CITY: FT WORTH STATE: TX ZIP: 76131-2830 BUSINESS PHONE: 8007952673 MAIL ADDRESS: STREET 1: 2650 LOU MENK DRIVE CITY: FORT WORTH STATE: TX ZIP: 76131-2830 FORMER COMPANY: FORMER CONFORMED NAME: BURLINGTON NORTHERN SANTA FE CORP DATE OF NAME CHANGE: 19951122 FORMER COMPANY: FORMER CONFORMED NAME: BURLINGTON NORTHERN SANTE FE CORP DATE OF NAME CHANGE: 19950913 FORMER COMPANY: FORMER CONFORMED NAME: BNSF CORP DATE OF NAME CHANGE: 19941223 FWP 1 d191897dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration No. 333-211220

May 9, 2016

Burlington Northern Santa Fe, LLC

$750,000,000 3.900% Debentures due August 1, 2046

Final Term Sheet



Issuer:		Burlington Northern Santa Fe, LLC

*Ratings (Moody’s /S&P):**		A3 (stable) / A (stable)

Note Type:		Senior Unsecured Debentures

Offering Format:		SEC Registered

Trade Date:		May 9, 2016

Settlement Date:**		May 16, 2016 (T+5)

Maturity Date:		August 1, 2046

*Final Terms*
Principal Amount:		$750,000,000 aggregate principal amount of the 3.900% Debentures due 2046

Benchmark Treasury:		UST 3.000% due November 15, 2045

Benchmark Treasury Yield:		2.615%

Re-offer Spread:		T + 133 bps

Re-offer Yield:		3.945%

Coupon:		3.900%

Price to Public:		99.199%

Coupon Dates:		February 1 and August 1

First Coupon Date:		February 1, 2017

Make-Whole Call:		T + 20 bps (at any time before February 1, 2046)

Par Call:		At any time on or after February 1, 2046

Day Count Convention:		30/360

Denominations:		$2,000 x $1,000

CUSIP / ISIN:		12189L AZ4 / US12189LAZ40

Joint Book-Running Managers:		Citigroup Global Markets Inc. Goldman, Sachs & Co. J.P. Morgan Securities LLC

Co-Managers:		U.S. Bancorp Investments, Inc. The Williams Capital Group, L.P.

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

** We expect to deliver the Debentures against payment therefor in New York City on or about May 16, 2016, which will be the fifth business day following the date of the prospectus supplement and of the pricing of the Debentures. Under Rule 15c6-l of the Exchange Act, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Debentures on the pricing date or the next succeeding business day will be required by virtue of the fact that the Debentures initially will settle in five business days (T+5) to specify alternative settlement arrangements to prevent failed settlement.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. at 1 (800) 831-9146 or calling Goldman, Sachs & Co. at 1 (866) 471-2526 or calling J.P. Morgan Securities LLC collect at (212) 834-4533.