Exhibit 99.1
NORFOLK SOUTHERN ANNOUNCES EXPIRATION OF EARLY EXCHANGE PERIOD OF PREVIOUSLY ANNOUNCED EXCHANGE OFFERS
Norfolk, Va. – May 13, 2020
Norfolk Southern Corporation (the “Company”) today announced the expiration of the early exchange period in connection with its offers (the “Exchange Offers”) to certain eligible holders to exchange outstanding debt securities listed in the table below (collectively, the “Existing Notes”) for cash and up to $800,000,000 principal amount of the Company’s new Notes due 2055 (the “New Notes”), the complete terms and conditions of which are set forth in a Confidential Offering Memorandum, dated April 30, 2020 (the “Offering Memorandum”), and the related letter of transmittal.
In the Exchange Offers, according to information provided by D.F. King & Co. Inc., the exchange agent for the Exchange Offers, $1,896,741,000 in aggregate principal amount of the Company’s Existing Notes were validly tendered and not validly withdrawn at or prior to 5 p.m., New York City time, on May 13, 2020 (the “Early Exchange Date”), as more fully set forth below.
The table below indicates, among other things, the principal amount of each series of Existing Notes validly tendered as of the Early Exchange Date:
| | | | | | | | | | | | |
Cusip
Numbers | | Title of
Security | | Principal
Amount
Outstanding | | | Acceptance
Priority
Level(1) | | Principal
Amount
Tendered by
Early Exchange
Date | |
655844CB2 | | 5.100% Notes due 2118 | | $ | 800,000,000 | | | 1 | | $ | 449,479,000 | |
655844AK4 | | 7.900% Notes due 2097 | | $ | 225,222,000 | | | 2 | | $ | 28,920,000 | |
655844BD9 | | 6.000% Notes due 2111 | | $ | 121,731,000 | | | 3 | | $ | 42,005,000 | |
655844AV0 | | 6.000% Notes due 2105 | | $ | 184,118,000 | | | 4 | | $ | 26,338,000 | |
655844AF5 | | 7.050% Notes due 2037 | | $ | 178,995,000 | | | 5 | | $ | 22,178,000 | |
655844BR8 | | 4.650% Notes due 2046 | | $ | 600,000,000 | | | 6 | | $ | 249,036,000 | |
655844BN7 | | 4.800% Notes due 2043 | | $ | 291,829,000 | | | 7 | | $ | 135,430,000 | |
655844BH0 / 655844BE7 | | 4.837% Notes due 2041 | | $ | 595,504,000 | | | 8 | | $ | 277,659,000 | |
655844BQ0 | | 4.450% Notes due 2045 | | $ | 500,000,000 | | | 9 | | $ | 223,194,000 | |
655844CC0 | | 4.100% Notes due 2049 | | $ | 400,000,000 | | | 10 | | $ | 215,825,000 | |
655844BY3 | | 4.150% Notes due 2048 | | $ | 700,000,000 | | | 11 | | $ | 226,677,000 | |
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1. All Existing Notes tendered for exchange in the Exchange Offers on or before the Early Exchange Date will have priority over any Existing Notes that are tendered after the Early Exchange Date. | |
Pricing for the Exchange Offers is expected to occur at approximately 10 a.m., New York City time, on May 14, 2020. The Exchange Offers are scheduled to expire at 11:59 p.m., New York City time, on May 28, 2020, unless extended or earlier terminated.
Tenders of Existing Notes in the Exchange Offers may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law. Consummation of the Exchange Offers is subject to a number of conditions as set forth in the Offering Memorandum, including favorable tax treatment for the Exchange Offers and the absence of certain adverse legal and market developments.
