| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 29, 2019, Norfolk Southern Corporation (the “Registrant”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein, to issue and sell (i) $200,000,000 aggregate principal amount of the Registrant’s 3.800% Senior Notes due 2028 (the “2028 Notes”) at a public offering price equal to 103.299% of the aggregate principal amount of the 2028 Notes, (ii) $400,000,000 aggregate principal amount of the Registrant’s 4.100% Senior Notes due 2049 (the “2049 Notes”) at a public offering price equal to 99.264% of the aggregate principal amount of the 2049 Notes and (iii) $200,000,000 aggregate principal amount of the Registrant’s 5.100% Senior Notes due 2118 (the “2118 Notes” and collectively with the 2028 Notes and the 2049 Notes, the “Notes”) at a public offering price equal to 104.187% of the aggregate principal amount of the 2118 Notes (collectively, the “Offering”). The 2028 Notes will constitute a further issuance of, and will be consolidated and form a single series of debt securities with, the $400,000,000 aggregate principal amount of the Registrant’s 3.800% Senior Notes due 2028 issued on August 2, 2018, and the 2118 Notes will constitute a further issuance of, and will be consolidated and form a single series of debt securities with, the $600,000,000 aggregate principal amount of the Registrant’s 5.100% Senior Notes due 2118 issued on August 2, 2018.
The Registrant estimates that the net proceeds from the Offering will be approximately $803.9 million, after deducting the underwriting discounts and estimated Offering expenses payable by the Registrant (excluding accrued interest on the 2028 Notes and the 2118 Notes). The Offering is expected to close on or about May 8, 2019, subject to satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and covenants among the parties. These representations, warranties and covenants are not representations of factual information to investors about the Registrant or its subsidiaries, and the sale of any Notes pursuant to the Underwriting Agreement is not a representation that there has not been any change in the condition of the Registrant. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form8-K and incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
The Notes have been offered pursuant to a prospectus supplement, dated April 29, 2019, to the prospectus dated February 5, 2018, that form part of the Registrant’s effective Registration Statement on FormS-3 (FileNo. 333-222869) filed by the Registrant with the Securities and Exchange Commission under the Securities Act of 1933, as amended.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is filed as part of this Current Report on Form8-K:
1
