Union Pacific begins exchange offers for 18 series for new notes, cash

By Wendy Van Sickle

Columbus, Ohio, March 8 – Union Pacific Corp. started exchange offers Monday for certain outstanding notes and debentures for a combination of new notes and cash, according to a press release.

Under one offer, the company is offering to exchange six series of notes for up to $1 billion new notes due 2036 and cash. Under the other offer, Union Pacific is offering to exchange 12 series of notes for up to $750 million new notes due 2071 and cash.

For each offer, holders who tender their notes prior to the early deadline, 5 p.m. ET on March 19, will receive an early premium of $50 cash per $1,000 principal amount of notes that will not be paid to holders who tender after the early deadline.

Holders will also receive accrued interest.

The offers will expire at 11:59 p.m. ET on April 2.

2036 offers

The following series of existing notes are included in the offer for 2036 notes and cash with the terms of each exchange offer, listed in order of acceptance priority:

• $1.5 billion of 3.95% notes due 2028 (Cusip: 907818EY0), with a maximum acceptance sublimit of $550 million, for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 20 basis points;

• $1 billion of 3.7% notes due 2029 (Cusip: 907818FB9,) with a maximum acceptance sublimit of $400 million, for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 30 bps;

• $160,068,000 of 6.25% debentures due 2034 (Cusip: 907818CU0) for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 105 bps;

• $149,687,000 of 5.375% debentures due 2033 (Cusip: 907818CS5) for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 95 bps;

• $175,560,000 of 7.125% debentures due 2028 (Cusip: 907818BY3) for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 50 bps; and

• $398,276,000 of 6.625% debentures due 2029 (Cusip: 907818CF3) for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 60 bps.

Pricing will be set using the 1.125% U.S. Treasury due Feb. 15, 2031.

Pricing will be determined at 11 a.m. ET on March 22.

The new 2036 notes will mature on April 6, 2036 and will be priced using the 1.125% U.S. Treasury due Feb. 15, 2031 plus 120 bps.

2071 offers

The following series of existing notes are included in the offer for 2036 notes and cash with the terms of each exchange offer, listed in order of acceptance priority:

• $76.57 million of 4.8% notes due 2058 (Cusip: 907818EX2) for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 115 bps;

• $189,119,000 of 4.821% notes due 2044 (Cusip: 907818DT2) for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 105 bps;

• $600 million of 4.375% notes due 2065 (Cusip: 907818DS4) for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 125 bps;

• $221,179,000 of 4.3% notes due 2042 (Cusip: 907818DL9) for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 90 bps;

• $453,374,000 of 4.5% notes due 2048 (Cusip: 907818EW4) for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 95 bps;

• $212,708,000 of 4.25% notes due 2043 (Cusip: 907818DP0) for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 90 bps;

• $350 million of 4.15% notes due 2045 (Cusip: 907818DZ8) for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 90 bps;

• $688,037,000 of 4.3% notes due 2049 (Cusip: 907818FC7) for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 95 bps;

• $328,249,000 of 4.375% notes due 2038 (Cusip: 907818EV6) for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 70 bps;

• $499,715,000 of 4.05% notes due 2045 (Cusip: 907818EF1) for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 98 bps;

• $600 million of 4.05% notes due 2046 (Cusip: 907818EJ3) for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 100 bps; and

• $500 million of 4% notes due 2047 (Cusip: 907818EN4) for $1,000 principal amount of new notes and a cash payment to be set set using a spread of 100 bps.

Pricing will be set using the 1.625% U.S. Treasury due Nov. 15, 2050.

Pricing will be determined at 11 a.m. ET on March 22.

The new 2036 notes will mature on April 6, 2071 and will be priced using the 1.625% U.S. Treasury due Nov. 15, 2050 plus 140 bps.

Conditions and details

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

Additionally, the offers are conditioned on the yield of the applicable Treasury security being on greater than 1.95% for the 2036 offer and 2.65% for the 2071 offer.

D.F. King & Co. (212-269-5550, 800-676-7437 or unp@dfking) is the information and exchange agent.

Union Pacific is an Omaha-based railroad transportation company.

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