Filed Pursuant to Rule 433
Registration No. 333-166755
March 5, 2013
Burlington Northern Santa Fe, LLC
$700,000,000 3.00% Debentures due 2023
$800,000,000 4.45% Debentures due 2043
Final Term Sheet
Issuer: | Burlington Northern Santa Fe, LLC | |
Ratings (Moody’s /S&P)*: | A3 (stable) / BBB+ (stable) | |
Note Type: | Senior Unsecured Debentures | |
Offering Format: | SEC Registered | |
Trade Date: | March 5, 2013 | |
Settlement Date**: | March 12, 2013 (T+5) | |
Maturity Date: | 2023 Debentures – March 15, 2023 | |
| 2043 Debentures – March 15, 2043 | ||
Final Terms | ||
Principal Amount: | $700,000,000 aggregate principal amount of the 3.00% Debentures due 2023 (“2023 Debentures”) and $800,000,000 aggregate principal amount of the 4.45% Debentures due 2043 (“2043 Debentures”) | |
Benchmark Treasury: | 2023 Debentures – UST 2.00% due February 15, 2023 | |
| 2043 Debentures – UST 2.75% due November 15, 2042 | ||
Benchmark Treasury Yield: | 2023 Debentures – 1.900% 2043 Debentures – 3.121% | |
Re-offer Spread: | 2023 Debentures – T + 110 bps | |
| 2043 Debentures – T + 133 bps | ||
Re-offer Yield: | 2023 Debentures – 3.000% | |
| 2043 Debentures – 4.451% | ||
Coupon: | 2023 Debentures – 3.00% | |
| 2043 Debentures – 4.45% | ||
Price to Public: | 2023 Debentures – 100.00% | |
| 2043 Debentures – 99.983% | ||
Coupon Dates: | 2023 Debentures – March 15 and September 15 | |
| 2043 Debentures – March 15 and September 15 | ||
First Coupon Date: | 2023 Debentures – September 15, 2013 | |
| 2043 Debentures – September 15, 2013 | ||
Make Whole Call: | 2023 Debentures – T + 20 bps (at any time before December 15, 2022) | |
| 2043 Debentures – T + 25 bps (at any time before September 15, 2042) | ||
Par Call: | 2023 Debentures – At any time on or after December 15, 2022 | |
| 2043 Debentures – At any time on or after September 15, 2042 | ||
Day Count Convention: | 30/360 | |
Denominations: | $2,000 x $1,000 | |
CUSIP / ISIN: | 2023 Debentures – 12189L AM3 / US12189LAM37 | |
| 2043 Debentures – 12189L AN1 / US12189LAN10 | ||
Joint Book-Running Managers: | J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC | |
Co-Managers: | BMO Capital Markets Corp. 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 March 12, 2013, 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 J.P. Morgan Securities LLC collect at (212) 834-4533, or calling Morgan Stanley & Co. LLC at (866) 718-1649 or calling or emailing Wells Fargo Securities, LLC at (800) 326-5897 or cmclientsupport@wellsfargo.com.
