Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
January 26 2023 - 04:54PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Free Writing Prospectus
Registration Statement No. 333-252723
Pricing Term Sheet
Dated as of January 26, 2023
Norfolk Southern Corporation
$500,000,000 4.450% Senior Notes due 2033
The
following information, which should be read in conjunction with the
Preliminary Prospectus Supplement dated January 26, 2023 (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: |
|
January 26, 2023 |
| |
|
|
| Settlement Date: |
|
February 2, 2023 (T+5); under
Rule 15c6-1 under the Securities Exchange Act of 1934,
trades in the secondary market generally are required to settle in
two business days, unless the parties to that trade expressly agree
otherwise. Accordingly, purchasers who wish to trade the Notes
before the second business day prior to the Settlement Date will be
required, by virtue of the fact that the Notes initially will
settle on a delayed basis, to specify an alternate settlement cycle
at the time of any such trade to prevent a failed settlement, and
should consult their own advisors with respect to these
matters. |
| |
|
|
| Principal Amount: |
|
$500,000,000 |
| |
|
|
| Maturity Date: |
|
March 1, 2033 |
| |
|
|
| Benchmark Treasury: |
|
4.125% due November 15,
2032 |
| |
|
|
| Benchmark Treasury Price / Yield: |
|
105-06+ / 3.493% |
| |
|
|
| Spread to Benchmark
Treasury: |
|
T + 100 basis points |
| |
|
|
| Yield to Maturity: |
|
4.493% |
| |
|
|
| Coupon: |
|
4.450% |
| |
|
|
| Interest Payment
Dates: |
|
March 1 and September 1,
commencing September 1, 2023 |
| |
|
|
| Public Offering
Price: |
|
99.650% 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 three 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 15 basis points, and (ii) if the notes
are redeemed on or after the date that is three months prior to the
Maturity Date, 100%. |
| |
|
|
| CUSIP / ISIN: |
|
655844 CQ9 /
US655844CQ90 |
| |
|
|
| 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.
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