Docoh
Loading...

NSC Norfolk Southern

Filed: 12 May 21, 5:15pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

________________________________

 

FORM 8-K

________________________________

 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

May 12, 2021 (May 12, 2021)

________________________________

soaring nameunderblacklg

NORFOLK SOUTHERN CORPORATION

(Exact name of registrant as specified in its charter)

______________________________________

 

Virginia1-833952-1188014
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)

 

Three Commercial Place

Norfolk, Virginia

23510-2191

757-629-2680
(Address of principal executive offices, including zip code)(Registrant’s telephone number, including area code)

 

No Change
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

 

Trading Symbol

 

Name of each exchange

on which registered

Norfolk Southern Corporation Common Stock (Par Value $1.00) NSC New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

   

 

Item 1.01. Entry into a Material Definitive Agreement.

 

See description under Item 2.03.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On May 12, 2021, Norfolk Southern Corporation (the “Registrant”) completed its offering of $500,000,000 aggregate principal amount of its 2.300% Senior Notes due 2031 (the “2031 Notes”) and $600,000,000 aggregate principal amount of its 4.100% Senior Notes due 2121 (the “2121 Notes” and, together with the 2031 Notes, the “Notes”) pursuant to an Underwriting Agreement, dated May 3, 2021 (the “Agreement”), by and among the Registrant and BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Notes were sold pursuant to the Registrant’s Automatic Shelf Registration Statement on Form S-3 (File No. 333-252723). The Agreement was initially filed as Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on May 5, 2021. The description of the Agreement contained herein is qualified by reference thereto.

 

The Notes were issued pursuant to an indenture, dated as of February 28, 2018, as supplemented by a sixth supplemental indenture, dated as of May 12, 2021 (the “Sixth Supplemental Indenture”), each between the Registrant and U.S. Bank National Association, as trustee. The 2031 Notes will pay interest semi-annually in arrears at a rate of 2.300% per annum and the 2121 Notes will pay interest semi-annually in arrears at a rate of 4.100% per annum.

 

The Notes may be redeemed in whole at any time or in part from time to time, at the Registrant’s option, as described below.

 

If the 2031 Notes or the 2121 Notes are redeemed prior to the date that is three months prior to the maturity date for the 2031 Notes or six months prior to the maturity date for the 2121 Notes, the redemption price for such Notes to be redeemed will be equal to the greater of (1) 100% of their principal amount or (2) the sum of the present value of the remaining scheduled payments of principal and interest on the Notes to be redeemed to and including the date that is three months prior to the maturity date of the 2031 Notes or six months prior to the maturity date for the 2121 Notes (exclusive of interest accrued to, but not including, the date of redemption), discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a specified rate, plus accrued and unpaid interest on the principal amount being redeemed to, but not including, the redemption date.

 

If the 2031 Notes or the 2121 Notes are redeemed on or after the date that is three months prior to the maturity date for the 2031 Notes or six months prior to the maturity date for the 2121 Notes, the redemption price for such Notes to be redeemed will equal 100% of the principal amount of such Notes, plus accrued and unpaid interest to, but not including, the redemption date.

 

The Sixth Supplemental Indenture is filed herewith as Exhibit 4.2. The description of the Sixth Supplemental Indenture contained herein is qualified by reference thereto.

 

   

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are filed as part of this Current Report on Form 8-K:

 

Exhibit Number Description
   
1.1 Underwriting Agreement, dated May 3, 2021, among the Registrant and BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2021).
   
4.1 Indenture, dated as of February 28, 2018, between the Registrant and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2018).
   
4.2 Sixth Supplemental Indenture, dated as of May 12, 2021, between the Registrant and U.S. Bank National Association, as trustee.
   
4.3 Form of 2031 Note (included in Exhibit 4.2 above).
   
4.4 Form of 2121 Note (included in Exhibit 4.2 above).
   
5.1 Opinion Letter of Vanessa Allen Sutherland, Executive Vice President and Chief Legal Officer of the Registrant regarding the validity of the Notes.
   
5.2 Opinion Letter of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the Notes.
   
23.1 Consent of Vanessa Allen Sutherland (included in Exhibit 5.1).
   
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2).
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

  

   

 

SIGNATURES

 

Pursuant 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.

 

 NORFOLK SOUTHERN CORPORATION
 (Registrant)
   
   
 /s/ Denise W. Hutson
 Name: Denise W. Hutson
 Title: Corporate Secretary

 

 

Date:  May 12, 2021