Union Pacific begins exchange offer for 15 series for new notes, cash

Chicago, Aug. 18 – Union Pacific Corp. started an exchange offer late Monday for certain outstanding notes and debentures for a combination of up to $750 million of new notes due 2062 and cash, according to a press release.

The following series of existing notes are included in the offer with the terms of each exchange offer, listed in order of acceptance priority:

• $1,000 principal amount of new notes and $485.47 of cash for the 6.15% debentures due 2037 (907818CX4) set using a spread of 113 basis points;

• $1,025 principal amount of new notes and $325.07 of cash for the 4.821% notes due 2044 (Cusip: 907818DS4, 907818DT2) set using a spread of 133 bps;

• $1,000 principal amount of new notes and $330.66 of cash for the 4.75% notes due 2041 (Cusip: 907818DJ4) set using a spread of 123 bps;

• $1,000 principal amount of new notes and $380.18 of cash for the 4.85% notes due 2044 (Cusip: 907818DX3) set using a spread of 123 bps;

• $1,000 principal amount of new notes and $357.21 of cash for the 4.75% notes due 2043 (Cusip: 907818DU9) set using a spread of 123 bps;

• $1,000 principal amount of new notes and $359.73 of cash for the 4.5% notes due 2048 (Cusip: 907818EW4) set using a spread of 123 bps;

• $1,000 principal amount of new notes and $297.49 of cash for the 4.375% notes due 2038 (Cusip: 907818EV6) set using a spread of 88 bps;

• $1,000 principal amount of new notes and $295.47 of cash for the 4.3% notes due 2042 (Cusip: 907818DL9) set using a spread of 108 bps;

• $1,000 principal amount of new notes and $295.75 of cash for the 4.25% notes due 2043 (Cusip: 907818DP0) set using a spread of 108 bps;

• $1,000 principal amount of new notes and $348.57 of cash for the 4.3% notes due 2049 (Cusip: 907818FC7) set using a spread of 113 bps;

• $1,000 principal amount of new notes and $284.60 of cash for the 4.15% notes due 2045 (Cusip: 907818DZ8) set using a spread of 113 bps;

• $1,000 principal amount of new notes and $275.91 of cash for the 4.05% notes due 2046 (Cusip: 907818EJ3) set using a spread of 113 bps;

• $1,000 principal amount of new notes and $273.55 of cash for the 4.05% notes due 2045 (Cusip: 907818EF1) set using a spread of 113 bps; and

• $1,000 principal amount of new notes and $275.19 of cash for the 4% notes due 2047 (Cusip: 907818EN4) set using a spread of 113 bps.

Pricing will be set using the 1.25% U.S. Treasury due May 15, 2050.

Pricing will be determined at 11 a.m. ET on Aug. 31.

The cash payments listed above include a $50 early exchange premium. Interest will also be included, but is not included yet.

New notes

The new notes will have a maturity of Sept. 16, 2062. The interest rate will be set on the pricing date at 148 bps over the bid-side yield on the 1.25% U.S. Treasury due May 15, 2050.

Conditions and details

Noteholders must tender enough notes to require the issuance of at least $300 million principal amount of new notes.

Noteholders who tender their existing notes prior to 5 p.m. ET on Aug. 28 will receive the $50 early tender premium. Noteholders who tender after that time will not receive the premium. The early exchange deadline is also the withdrawal deadline.

The offers expire at 11:59 p.m. ET on Sept. 14.

D.F. King & Co., Inc. is the information agent for the exchange offers (212 269-5550, 800 591-8238, unp@dfking.com, http://www.dfking.com/unp).

Union Pacific is an Omaha-based railroad transportation company.

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