Norfolk Southern holders tender $1.9 billion notes for exchange so far

By Marisa Wong

Los Angeles, May 14 – Norfolk Southern Corp. said holders had tendered $1,896,741,000 of its existing notes as of 5 p.m. ET on May 13, the early exchange date of its previously announced offer to exchange the existing notes for cash and up to $800 million principal amount of new notes due 2055.

Specifically, holders had tendered the following amounts, with the notes listed in order of acceptance priority and with the fixed spread to be used to determine the exchange consideration:

• $449,479,000 of the $800 million outstanding 5.1% notes due 2118 (Cusip: 655844CB2), with pricing based on a spread of 240 basis points;

• $28.92 million of the $225,222,000 outstanding 7.9% notes due 2097 (Cusip: 655844AK4), with pricing based on a spread of 240 bps;

• $42,005,000 of the $121,731,000 outstanding 6% notes due 2111 (Cusip: 655844BD9), with pricing based on a spread of 240 bps;

• $26,338,000 of the $184,118,000 outstanding 6% notes due 2105 (Cusip: 655844AV0), with pricing based on a spread of 240 bps;

• $22,178,000 of the $178,995,000 outstanding 7.05% notes due 2037 (Cusip: 655844AF5), with pricing based on a spread of 145 bps;

• $249,036,000 of the $600 million outstanding 4.65% notes due 2046 (Cusip: 655844BR8), with pricing based on a spread of 155 bps;

• $135.43 million of the $291,829,000 outstanding 4.8% notes due 2043 (Cusip: 655844BN7) with pricing based on a spread of 150 bps;

• $277,659,000 of the $595,504,000 outstanding 4.837% notes due 2041 (Cusips: 655844BH0, 655844BE7), with pricing based on a spread of 150 bps;

• $223,194,000 of the $500 million outstanding 4.45% notes due 2045 (Cusip: 655844BQ0), with pricing based on a spread of 155 bps;

• $215,825,000 of the $400 million outstanding 4.1% notes due 2049 (Cusip: 655844CC0), with pricing based on a spread of 160 bps; and

• $226,677,000 of the $700 million outstanding 4.15% notes due 2048 (Cusip: 655844BY3), with pricing based on a spread of 160 bps.

Pricing, based on the 2.375% Treasury due Nov. 15, 2049 and the applicable fixed spread listed above, will be calculated at 10 a.m. ET on May 14.

Holders who tender by the early tender deadline are also eligible to receive an early tender payment of $30 per $1,000 principal amount of notes.

The exchange offers will expire at 11:59 p.m. ET on May 28.

Settlement for the early exchange is expected to be May 15, and settlement for exchanges after the early tender deadline is expected to be on June 1.

D.F. King is the information agent for the exchange offers (800 591-6313, 212 269-5550 or nsc@dfking.com).

The rail transportation company is based in Norfolk, Va.

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