OMAHA, Neb., Oct. 21, 2019 /PRNewswire/ -- Union Pacific
Corporation (NYSE: UNP; and "Union Pacific" or the
"Corporation") today announced the commencement of private
offers to exchange certain of its outstanding notes and debentures
as set forth in the table below for a combination of new notes due
2060 (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 are being conducted upon the terms and
subject to the conditions set forth in an offering memorandum dated
October 21, 2019 (the "Offering
Memorandum"), and the related letter of transmittal. The
Exchange Offers are only made, and copies of the offering documents
will only be made available, to a holder of the Existing Notes that
has certified its status as (1) a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act of
1933 (the "Securities Act") or (2) a person who is not
a "U.S. person" as defined under Regulation S under the
Securities Act (each, an "Eligible Holder").
The following table sets forth the Existing Notes that are
subject to the Exchange Offers:
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Fixed
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Approximate
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Hypothetical Total
Exchange Price1,2,3
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CUSIP
Number
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Title of
Series
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Reference U.S.
Treasury
Security
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Bloomberg
Reference Page
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Spread
(basis
points)
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Aggregate
Principal
Amount
Outstanding (mm)
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Acceptance
Priority
Level
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New Notes
Amount
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Hypothetical
Cash
Payment
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907818DE5
907818DF2
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5.780% Notes due
2040
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2.875%
due May 15, 2049
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FIT1
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117
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$85
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1
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$1,050.00
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$301.23
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907818CU0
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6.250% Debentures due
2034
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2.875%
due May 15, 2049
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FIT1
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97
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$179
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2
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$1,000.00
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$350.74
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907818CX4
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6.150% Debentures due
2037
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2.875%
due May 15, 2049
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FIT1
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117
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$110
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3
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$1,000.00
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$359.81
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907818DS4
907818DT2
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4.821% Notes due
2044
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2.875%
due May 15, 2049
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FIT1
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117
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$327
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4
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$1,025.00
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$205.08
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907818CS5
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5.375% Debentures due
2033
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2.875%
due May 15, 2049
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FIT1
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97
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$185
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5
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$1,000.00
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$237.46
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907818DJ4
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4.750% Notes due
2041
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2.875%
due May 15,
2049
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FIT1
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117
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$325
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6
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$1,000.00
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$203.68
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907818DX3
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4.850% Notes due
2044
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2.875%
due May 15,
2049
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FIT1
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117
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$146
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7
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$1,000.00
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$237.20
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907818EX2
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4.800% Notes due
2058
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2.875%
due May 15,
2049
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FIT1
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147
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$500
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8
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$1,000.00
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$224.49
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907818DU9
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4.750% Notes due
2043
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2.875%
due May 15,
2049
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FIT1
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117
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$296
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9
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$1,000.00
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$217.85
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907818EW4
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4.500% Notes due
2048
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2.875%
due May 15,
2049
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FIT1
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117
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$1,500
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10
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$1,000.00
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$199.10
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907818EV6
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4.375% Notes due
2038
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2.875%
due May 15,
2049
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FIT1
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97
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$750
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11
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$1,000.00
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$161.94
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907818DL9
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4.300% Notes due
2042
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2.875%
due May 15,
2049
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FIT1
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117
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$300
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12
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$1,000.00
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$139.07
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907818DP0
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4.250% Notes due
2043
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2.875%
due May 15,
2049
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FIT1
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117
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$325
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13
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$1,000.00
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$134.64
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907818FC7
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4.300% Notes due
2049
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2.875%
due May 15,
2049
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FIT1
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122
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$1,000
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14
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$1,000.00
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$154.48
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907818DZ8
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4.150% Notes due
2045
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2.875%
due May 15,
2049
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FIT1
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122
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$350
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15
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$1,000.00
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$115.73
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907818EJ3
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4.050% Notes due
2046
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2.875%
due May 15,
2049
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FIT1
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122
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$600
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16
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$1,000.00
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$102.05
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907818EF1
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4.050% Notes due
2045
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2.875%
due May 15,
2049
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FIT1
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122
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$500
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17
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$1,000.00
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$101.36
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907818EN4
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4.000% Notes due
2047
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2.875%
due May 15,
2049
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FIT1
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122
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$500
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18
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$1,000.00
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$96.06
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______________________________________________________________
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1.
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To be paid in New
Notes and cash per $1,000 principal amount of Existing Notes
accepted for exchange, subject to, in the case of the offers with
respect to the 5.780% Notes due 2040, the 4.821% Notes due 2044 and
the 4.800% Notes due 2058, adjustment as described in the sections
entitled "Determination of the Total Exchange Price" and
"Determination of the Exchange Price" in the Offering
Memorandum. Hypotheticals shown for illustrative purposes
only. Prices will be determined at 11:00 a.m., New York City
Time, on November 4, 2019 (unless the Early Exchange Date (as
defined below) is extended by more than two full business days, in
which case a new date and time may be established with respect to
the Exchange Offers) (such date and time, as they may be extended,
the "Price Determination Date"). Cash payment includes
$50.00 early exchange premium. Cash payment excludes accrued
and unpaid interest, which will be paid in cash in addition to the
Total Exchange Price (as defined in the Offering Memorandum) or the
Exchange Price (as defined in the Offering Memorandum), as
applicable.
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2.
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See pages B-2 through
B-5 of the Offering Memorandum for illustrative examples of the
Total Exchange Prices and Exchange Prices for the Existing Notes,
including the portions thereof payable in New Notes and
cash.
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3.
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For purposes of
determining the principal amount of each series of Existing Notes
that will be exchanged pursuant to the Exchange Offers, see the
section entitled "The Exchange Offers" in the Offering
Memorandum.
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Union Pacific will make eighteen separate Exchange Offers to
Eligible Holders in an amount that requires no more than an
aggregate principal amount of $1,500,000,000 of New Notes be issued pursuant to
the Exchange Offers (the "Exchange Offers Limit"). The
amounts of each series of Existing Notes that are exchanged in the
Exchange Offers will be determined in accordance with the Exchange
Offers Limit and the priorities set forth in the "Acceptance
Priority Level" column in the table above and as further detailed
in the Offering Memorandum. Union Pacific reserves the right
to increase the Exchange Offers Limit as provided in the Offering
Memorandum.
The Exchange Offers are also subject to certain conditions,
including the requirement that Eligible Holders tender and do not
validly withdraw an amount of Existing Notes that requires the
issuance of at least $500,000,000
aggregate principal amount of New Notes in accordance with the
terms of the Exchange Offers.
Eligible Holders of Existing Notes that tender their Existing
Notes prior to 5:00 p.m.,
New York City time, on
November 1, 2019, subject to any
extension by Union Pacific (the "Early Exchange Date"), will
receive an additional early exchange premium.
The Exchange Offers will expire at 11:59
p.m., New York City time,
on November 18, 2019, unless
extended or earlier terminated by Union Pacific (the "Expiration
Date"). Tenders of Existing Notes in the Exchange Offers
may be validly withdrawn at any time prior to 5:00 p.m.,
New York City time, on
November 1, 2019, subject to
extension by Union Pacific (the "Withdrawal Deadline"), but
not thereafter, except in certain limited circumstances where
additional withdrawal rights are required by law.
The New Notes will mature on March 20,
2060, and will bear interest at a rate per annum equal to
the sum of (i) the bid-side yield on the 2.875% U.S. Treasury Note
due May 15, 2049 on the Price
Determination Date (based on the bid-side price indicated on the
Bloomberg Screen page FIT1 at such date and time), and (ii) 1.57%
(157 basis points)
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.
Documents relating to the Exchange Offers will only be
distributed to holders of Existing Notes that complete and return a
letter of eligibility confirming that they are eligible investors
for the Exchange Offers. Holders of Existing Notes that
desire to review the eligibility letter may visit the website for
this purpose at http://www.dfking.com/unp or contact
D.F. King & Co., Inc., the information agent for the
Exchange Offers, at (212) 269-5550 or (888) 544-9895 (toll free) or
by email at unp@dfking.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 2018, which was filed
with the Securities and Exchange Commission ("SEC") on February 8, 2019. 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.
ABOUT UNION PACIFIC
Union Pacific Railroad is the principal operating company of
Union Pacific Corporation (NYSE: UNP). One of America's most
recognized companies, Union Pacific Railroad connects 23 states in
the western two-thirds of the country by rail, providing a critical
link in the global supply chain. The railroad's diversified
business mix is classified into its Agricultural Products, Energy,
Industrial and Premium business groups. Union Pacific serves many
of the fastest-growing U.S. population centers, operates from all
major West Coast and Gulf Coast ports to eastern gateways, connects
with Canada's rail systems and is
the only railroad serving all six major Mexico gateways. Union Pacific provides value
to its roughly 10,000 customers by delivering products in a safe,
reliable, fuel-efficient and environmentally responsible
manner.
www.up.com
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SOURCE Union Pacific Corporation