0001193125-21-098281.txt : 20210329 0001193125-21-098281.hdr.sgml : 20210329 20210329161105 ACCESSION NUMBER: 0001193125-21-098281 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210329 DATE AS OF CHANGE: 20210329 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: 333-231290 FILM NUMBER: 21781806 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 d101061dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration No. 333-231290

March 29, 2021

Burlington Northern Santa Fe, LLC

$925,000,000 3.300% Debentures due September 15, 2051

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:    March 29, 2021
Settlement Date**:    April 6, 2021 (T+5)
Maturity Date:    September 15, 2051
Final Terms   
Principal Amount:    $925,000,000 aggregate principal amount of the 3.300% Debentures due September 15, 2051
Benchmark Treasury:    UST 1.625% due November 15, 2050
Benchmark Treasury Price / Yield:    82-30 / 2.437%
Re-offer Spread:    T + 87.5 bps
Re-offer Yield:    3.312%
Coupon:    3.300%
Price to Public:    99.772% of the principal amount
Coupon Dates:    March 15 and September 15
First Coupon Date:    September 15, 2021
Make-Whole Call:    T + 15 bps (at any time before March 15, 2051)

Par Call:    At any time on or after March 15, 2051
Day Count Convention:    30/360
Denominations:    $2,000 x $1,000
CUSIP / ISIN:    12189L BG5 / US12189LBG59
Joint Book-Running Managers:   

BofA Securities, Inc.

Citigroup Global Markets Inc.

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Co-Managers:   

Academy Securities, Inc.

PNC Capital Markets LLC

U.S. Bancorp Investments, Inc.

* 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 April 6, 2021, 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 two 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 two succeeding business days 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 BofA Securities, Inc. at 1 (800) 294-1322, Citigroup Global Markets Inc. at 1 (800) 831-9146, Goldman Sachs & Co. LLC at 1 (866) 471-2526 or J.P. Morgan Securities LLC collect at 1 (212) 834-4533.

No PRIIPs KID. Not for retail investors in the EEA. No PRIIPs key information document (KID) has been prepared as not available to retail in EEA.