OMAHA, Neb., Sept. 15, 2020 /PRNewswire/ -- Union Pacific
Corporation (NYSE: UNP; and "Union Pacific" or the
"Corporation") today announced the expiration of its private
offers to exchange certain of its outstanding notes and debentures
referenced in the table below for a combination of 2.973% Notes due
2062 (the "New Notes") and cash (the "Exchange
Offers"). The outstanding notes and debentures to be
exchanged pursuant to the Exchange Offers are collectively referred
to as the "Existing Notes." The Exchange Offers, which
commenced on August 17, 2020, expired
at 11:59 p.m., New York City time on September 14, 2020 (the "Expiration
Date"). According to information provided by the exchange
agent for the Exchange Offers, Union Pacific received valid tenders
from holders of $1,554,328,000
aggregate principal amount of Existing Notes. Union Pacific
also announced that, in accordance with its rights as set forth in
its offering memorandum dated August 17,
2020 (the "Offering Memorandum") and the related
letter of transmittal, it has amended the size of the Exchange
Offers by increasing the aggregate principal amount of New Notes to
be issued pursuant to the Exchange Offers from $1,045,000,000 to $1,047,453,000. On September 16, 2020, Union Pacific expects to
deliver an aggregate principal amount of $1,047,453,000 of New Notes and will pay an
aggregate of $319,407,255.80 cash
consideration for the Existing Notes accepted for exchange, as
described in greater detail in the table below, plus accrued and
unpaid interest on such Existing Notes and cash in lieu of
fractional amounts of the New Notes. Fees and expenses
related to the Exchange Offers will be recorded as interest expense
and are anticipated to have a negative one
cent impact on the Company's diluted earnings per share in
the third quarter of 2020.
The table below shows the principal amount of each series of
Existing Notes that has been validly tendered and not validly
withdrawn pursuant to the Exchange Offers as of the Expiration Date
and the principal amount of New Notes and cash to be delivered for
each series of Existing Notes accepted for exchange pursuant to the
Exchange Offers (not including accrued and unpaid interest on such
Existing Notes or cash in lieu of fractional amounts of the New
Notes).
|
|
Aggregate
Principal Amount
Outstanding
|
Principal
Amount of
Existing Notes
Tendered for
Exchange
|
Principal
Amount of
Existing Notes
Accepted for
Exchange
|
Principal Amount
to be Delivered
|
CUSIP
Number
|
Title of
Series
|
|
|
|
New
Notes
|
Cash
Payment
|
907818CX4
|
6.150% Debentures due
2037
|
$100,155,000
|
$9,435,000
|
$9,435,000
|
$9,435,000
|
$4,460,207.55
|
907818DS4 907818DT2
|
4.821% Notes due
2044
|
$199,316,000
|
$10,197,000
|
$10,197,000
|
$10,451,000
|
$3,161,070.00
|
907818DJ4
|
4.750% Notes due
2041
|
$237,352,000
|
$19,840,000
|
$19,840,000
|
$19,840,000
|
$6,285,113.60
|
907818DX3
|
4.850% Notes due
2044
|
$84,479,000
|
$10,000
|
$10,000
|
$10,000
|
$3,645.40
|
907818DU9
|
4.750% Notes due
2043
|
$189,474,000
|
$5,188,000
|
$5,188,000
|
$5,188,000
|
$1,774,296.00
|
907818EW4
|
4.500% Notes due
2048
|
$532,076,000
|
$78,702,000
|
$78,702,000
|
$78,702,000
|
$26,936,546.52
|
907818EV6
|
4.375% Notes due
2038
|
$750,000,000
|
$421,751,000
|
$421,751,000
|
$421,751,000
|
$120,137,745.12
|
907818DL9
|
4.300% Notes due
2042
|
$300,000,000
|
$77,821,000
|
$77,821,000
|
$77,821,000
|
$21,889,490.88
|
907818DP0
|
4.250% Notes due
2043
|
$325,000,000
|
$112,292,000
|
$112,292,000
|
$112,292,000
|
$31,568,649.96
|
907818FC7
|
4.300% Notes due
2049
|
$1,000,000,000
|
$311,963,000
|
$311,963,000
|
$311,963,000
|
$103,190,490.77
|
907818DZ8
|
4.150% Notes due
2045
|
$350,000,000
|
$107,382,000
|
$0
|
$0
|
$0
|
907818EJ3
|
4.050% Notes due
2046
|
$600,000,000
|
$186,158,000
|
$0
|
$0
|
$0
|
907818EF1
|
4.050% Notes due
2045
|
$499,715,000
|
$126,164,000
|
$0
|
$0
|
$0
|
907818EN4
|
4.000% Notes due
2047
|
$500,000,000
|
$87,425,000
|
$0
|
$0
|
$0
|
|
|
|
|
|
|
|
Based on the amount of Existing Notes validly tendered and not
validly withdrawn in the Exchange Offers and in accordance with the
terms of the Exchange Offers, Union Pacific accepted (1) all of the
6.150% Debentures due 2037 validly tendered (and not validly
withdrawn), as set forth above; (2) all of the 4.821% Notes due
2044 validly tendered (and not validly withdrawn), as set forth
above; (3) all of the 4.750% Notes due 2041 validly tendered (and
not validly withdrawn), as set forth above; (4) all of the 4.850%
Notes due 2044 validly tendered (and not validly withdrawn), as set
forth above; (5) all of the 4.750% Notes due 2043 validly tendered
(and not validly withdrawn), as set forth above; (6) all of the
4.500% Notes due 2048 validly tendered (and not validly withdrawn),
as set forth above; (7) all of the 4.375% Notes due 2038 validly
tendered (and not validly withdrawn), as set forth above; (8) all
of the 4.300% Notes due 2042 validly tendered (and not validly
withdrawn), as set forth above; (9) all of the 4.250% Notes due
2043 validly tendered (and not validly withdrawn), as set forth
above; and (10) all of the 4.300% Notes due 2049 validly tendered
(and not validly withdrawn), as set forth above. Based on the
amount of Existing Notes validly tendered and not validly withdrawn
in the Exchange Offers and in accordance with the terms of the
Exchange Offers, Union Pacific did not accept any of the 4.150%
Notes due 2045, 4.050% Notes due 2046, 4.050% Notes due 2045 or
4.000% Notes due 2047 validly tendered and not validly withdrawn
pursuant to the Exchange Offers.
The Exchange Offers were conducted upon the terms and subject to
the conditions set forth in the Offering Memorandum and the related
letter of transmittal. The Exchange Offers were only made to
a holder of the Existing Notes who certified its status as
(1) a "qualified institutional buyer" as defined in
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), or (2) a person who is not a "U.S.
person" as defined under Regulation S under the Securities
Act.
The New Notes have not been registered under the Securities Act
or any state securities laws. Therefore, the New Notes may
not be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of the Securities Act and any
applicable state securities laws.
This press release is not an offer to sell or a solicitation of
an offer to buy any security. The Exchange Offers are being
made solely by the Offering Memorandum and related letter of
transmittal and only to such persons and in such jurisdictions as
is permitted under applicable law.
ABOUT UNION PACIFIC
Union Pacific (NYSE: UNP) delivers the goods families and
businesses use every day with safe, reliable and efficient service.
Operating in 23 western states, the company connects its customers
and communities to the global economy. Trains are the most
environmentally responsible way to move freight, helping Union
Pacific protect future generations. More information about Union
Pacific is available at www.up.com.
FORWARD LOOKING STATEMENTS
This press release and related materials (including
information in oral statements or other written statements made or
to be made by us), contain statements about the Corporation's
future that are not statements of historical fact. These
statements are, or will be, forward–looking
statements as defined by the Securities Act of 1933 and
the Securities Exchange Act of 1934. Forward–looking
statements also generally include, without limitation,
information or statements regarding: projections, predictions,
expectations, estimates or forecasts as to the Corporation's and
its subsidiaries' business, financial, and operational results, and
future economic performance; and management's beliefs,
expectations, goals and objectives and other similar expressions
concerning matters that are not historical facts.
Forward-looking statements should not be read as a guarantee
of future performance or results, and will not necessarily be
accurate indications of the times that, or by which, such
performance or results will be achieved. Forward-looking
information, including expectations regarding operational and
financial improvements and the Corporation's future performance or
results are subject to risks and uncertainties that could cause
actual performance or results to differ materially from those
expressed in the statements. Important factors, including
risk factors, could affect the Corporation's and its subsidiaries'
future results and could cause those results or other outcomes to
differ materially from those expressed or implied in the
forward-looking statements. Information regarding risk
factors and other cautionary information are available in the
Corporation's Annual Report on Form 10-K for 2019, which was filed
with the Securities and Exchange Commission ("SEC") on February 7, 2020, and the Corporation's Quarterly
Reports on Form 10-Q which were filed with the SEC on April 23, 2020 and July
23, 2020. The Corporation updates information
regarding risk factors if circumstances require such updates on
Form 10-Q and its subsequent Annual Reports on Form 10-K (or such
other reports that may be filed with the SEC).
Forward–looking statements speak only as of, and
are based only upon information available on, the date the
statements were made. The Corporation assumes no obligation to
update forward–looking information to reflect actual results,
changes in assumptions or changes in other factors affecting
forward–looking information. If the Corporation does update one or
more forward–looking statements, no inference should
be drawn that the Corporation will make additional updates with
respect thereto or with respect to other forward–looking
statements. References to our website are
provided for convenience and, therefore, information on or
available through the website is not, and should not be deemed to
be, incorporated by reference herein.
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SOURCE Union Pacific Corporation