Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
August 16 2021 - 5:01PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Free Writing Prospectus
Registration Statement No. 333-252723
Pricing Term Sheet
Dated as of August 16, 2021
Norfolk Southern Corporation
$600,000,000 2.900% Senior Notes due 2051
The following information, which should be read in conjunction with the
Preliminary Prospectus Supplement dated August 16, 2021 (the “Preliminary Prospectus Supplement”), supplements, and to the
extent it is inconsistent with replaces, the information set forth in the Preliminary Prospectus Supplement.
|
Issuer:
|
Norfolk Southern Corporation
|
|
|
|
|
Format:
|
SEC Registered
|
|
|
|
|
Expected Ratings* (Moody’s/S&P):
|
Baa1/BBB+
|
|
|
|
|
Denominations:
|
$2,000 x $1,000
|
|
|
|
|
Trade Date:
|
August 16, 2021
|
|
|
|
|
Settlement Date:
|
August 25, 2021 (T+7)
|
|
|
|
|
Principal Amount:
|
$600,000,000
|
|
|
|
|
Maturity Date:
|
August 25, 2051
|
|
|
|
|
Benchmark Treasury:
|
2.375% due May 15, 2051
|
|
|
|
|
Benchmark Treasury Price / Yield:
|
110-16+ / 1.910%
|
|
|
|
|
Spread to Benchmark Treasury:
|
T + 103 basis points
|
|
|
|
|
Yield to Maturity:
|
2.940%
|
|
|
|
|
Coupon:
|
2.900%
|
|
|
|
|
Interest Payment Dates:
|
February 25 and August 25, commencing February 25, 2022
|
|
|
|
|
Public Offering Price:
|
99.206% of the principal amount
|
|
|
|
|
Optional Redemption:
|
Any time at the following redemption price: (i) if the notes are redeemed prior to the date that is six months prior to the Maturity Date, the greater of 100% or the make-whole amount at a discount rate equal to the applicable Treasury Yield (as defined in the Preliminary Prospectus Supplement) plus 20 basis points, and (ii) if the notes are redeemed on or after the date that is six months prior to the Maturity Date, 100%
|
|
|
|
|
CUSIP / ISIN:
|
655844 CL0 / US655844CL04
|
|
|
|
|
Joint Book-Running Managers:
|
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
U.S. Bancorp Investments, Inc.
|
|
|
|
|
Co-Managers:
|
Capital One Securities, Inc.
Fifth Third Securities, Inc.
MUFG Securities Americas Inc.
PNC Capital Markets LLC
|
|
|
Siebert Williams Shank & Co., LLC
SMBC Nikko Securities America, Inc.
|
* Note: A securities rating is not a recommendation to buy, sell or
hold securities and may be subject to revision or withdrawal at any time.
The Issuer has filed a registration statement and a prospectus with
the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest,
you should read the prospectus and the related preliminary prospectus supplement and other documents the Issuer has filed with the SEC
for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web
site at www.sec.gov. Alternatively, the representatives of the underwriters can arrange to send you the prospectus and related preliminary
prospectus supplement if you request it by calling Citigroup Global Markets Inc. at 1-800- 831-9146, Goldman Sachs & Co. LLC at 1-866-471-2526,
or U.S. Bancorp Investments, Inc. at 1-877-558-2607. This information does not purport to be a complete description of these securities
or the offering. Please refer to the preliminary prospectus supplement for a complete description of the securities. This communication
does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation in such jurisdiction.
Any disclaimer or other notice that may appear below is not applicable
to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication
being sent by Bloomberg or another email system.
Norfolk Southern (NYSE:NSC)
Historical Stock Chart
From Mar 2024 to Apr 2024
Norfolk Southern (NYSE:NSC)
Historical Stock Chart
From Apr 2023 to Apr 2024
