Union Pacific prices exchange offers for 18 note series, lifts cap

By Angela McDaniel

Tacoma, Wash., Nov. 4 – Union Pacific Corp. announced the early results of its private exchange offers for 18 series of notes, amended them to increase the maximum principal amount of new notes to be issued in the offers to $1.79 billion from $1.5 billion and set pricing.

The exchange offers began Oct. 21 and will expire at 11:59 p.m. ET on Nov. 18. The early exchange date was 5 p.m. ET on Nov. 1.

As of the early exchange date, holders had tendered $3,417,693,000 principal amount of notes as follows:

• $636,000 of the company’s $85 million 5.78% notes due 2040;

• $19,004,000 of its $179 million 6.25% debentures due 2034;

• $9,815,000 of its $110 million 6.15% debentures due 2037;

• $127,846,000 of its $327 million 4.821% notes due 2044;

• $35,049,000 of its $185 million 5.375% debentures due 2033;

• $87,179,000 of its $325 million 4.75% notes due 2041;

• $61,574,000 of its $146 million 4.85% notes due 2044;

• $423.43 million of its $500 million 4.8% notes due 2058;

• $106,182,000 of its $296 million 4.75% notes due 2043;

• $966,081,000 of its $1.5 billion 4.5% notes due 2048;

• $461,576,000 of its $750 million 4.375% notes due 2038;

• $73,776,000 of its $300 million 4.3% notes due 2042;

• $115,216,000 of its $325 million 4.25% notes due 2043;

• $408,311,000 of its $1 billion 4.3% notes due 2049;

• $90,338,000 of its $350 million 4.15% notes due 2045;

• $234,261,000 of its $600 million 4.05% notes due 2046;

• $155.79 million of its $500 million 4.05% notes due 2045; and

• $41,619,000 of its $500 million 4% notes due 2047.

The notes are listed in order of acceptance priority level.

The amount of notes tendered so far exceeds the minimum condition that Union Pacific receive tenders for notes that require the issuance of at least $500 million principal amount of new notes.

Pricing

Pricing was set at 11 a.m. ET on Nov. 4 by reference to the 2.875% U.S. Treasury due May 15, 2049 plus a fixed spread.

The total exchange prices per $1,000 principal amount of notes are as follows:

• $1,050 principal amount of new notes and $294.05 of cash for the 5.78% notes due 2040 using a spread of 117 basis points;

• $1,000 principal amount of new notes and $345.20 of cash for the 6.25% debentures due 2034 set using a spread of 97 bps;

• $1,000 principal amount of new notes and $353.44 of cash for the 6.15% debentures due 2037 set using a spread of 117 bps;

• $1,025 principal amount of new notes and $197.68 of cash for the 4.821% notes due 2044 set using a spread of 117 bps;

• $1,000 principal amount of new notes and $232.49 of cash for the 5.375% debentures due 2033 set using a spread of 97 bps;

• $1,000 principal amount of new notes and $196.90 of cash for the 4.75% notes due 2041 set using a spread of 117 bps;

• $1,000 principal amount of new notes and $229.69 of cash for the 4.85% notes due 2044 set using a spread of 117 bps;

• $1,000 principal amount of new notes and $215.06 of cash for the 4.8% notes due 2058 set using a spread of 147 bps;

• $1,000 principal amount of new notes and $210.53 of cash for the 4.75% notes due 2043 set using a spread of 117 bps;

• $1,000 principal amount of new notes and $190.95 of cash for the 4.5% notes due 2048 set using a spread of 117 bps;

• $1,000 principal amount of new notes and $155.91 of cash for the 4.375% notes due 2038 set using a spread of 97 bps;

• $1,000 principal amount of new notes and $132.38 of cash for the 4.3% notes due 2042 set using a spread of 117 bps;

• $1,000 principal amount of new notes and $127.79 of cash for the 4.25% notes due 2043 set using a spread of 117 bps;

• $1,000 principal amount of new notes and $146.50 of cash for the 4.3% notes due 2049 set using a spread of 122 bps;

• $1,000 principal amount of new notes and $108.66 of cash for the 4.15% notes due 2045 set using a spread of 122 bps;

• $1,000 principal amount of new notes and $94.83 of cash for the 4.05% notes due 2046 set using a spread of 122 bps;

• $1,000 principal amount of new notes and $94.20 of cash for the 4.05% notes due 2045 set using a spread of 122 bps; and

• $1,000 principal amount of new notes and $88.68 of cash for the 4% notes due 2047 set using a spread of 122 bps.

Each cash payment includes a $50.00 early exchange premium per $1,000 principal amount of notes tendered by the early exchange date.

The new notes will mature March 20, 2060 and bear interest at 3.839%. The rate is equal to the sum of the bid-side yield on the 2.875% U.S. Treasury due May 15, 2049 on the pricing date plus 157 bps.

D.F. King & Co., Inc. (212 269-5550, 888 544-9895 or email at unp@dfking.com) is the information agent.

Union Pacific is an Omaha-based railroad transportation company.

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