OMAHA, Neb., March 8, 2021 /PRNewswire/ -- Union Pacific
Corporation (NYSE:UNP; and "Union Pacific" or the
"Corporation") today announced the commencement of private
offers to exchange (1) certain of its outstanding notes and
debentures as set forth in the first table below for a combination
of new notes due 2036 (the "New 2036 Notes") and cash (the
"2036 Offers"), and (2) certain other of its
outstanding notes as set forth in the second table below for a
combination of new notes due 2071 (the "New 2071 Notes" and,
together with the New 2036 Notes, the "New Notes") and cash
(the "2071 Offers" and, together with the 2036 Offers, 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
March 8, 2021 (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 2036 Offers:
CUSIP
Number
|
Title of
Series
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference Page
|
Fixed Spread
(basis points)
|
Aggregate
Principal
Amount
Outstanding
|
2036
Offers
Acceptance
Priority
Level
|
Maximum Acceptance
Sublimit4
|
Hypothetical Total
Exchange Price1,2,3
|
New Notes
Amount
|
Hypothetical Cash
Payment
|
907818EY0
|
3.950% Notes due
2028
|
1.125% UST due
February 15, 2031
|
FIT1
|
20
|
$1,500,000,000
|
1
|
$550,000,000
|
$1,000.00
|
$144.75
|
907818FB9
|
3.700% Notes due
2029
|
1.125% UST due
February 15, 2031
|
FIT1
|
30
|
$1,000,000,000
|
2
|
$400,000,000
|
$1,000.00
|
$128.25
|
907818CU0
|
6.250% Debentures due
2034
|
1.125% UST due
February 15, 2031
|
FIT1
|
105
|
$160,068,000
|
3
|
N/A
|
$1,000.00
|
$396.54
|
907818CS5
|
5.375% Debentures due
2033
|
1.125% UST due
February 15, 2031
|
FIT1
|
95
|
$149,687,000
|
4
|
N/A
|
$1,000.00
|
$294.56
|
907818BY3
|
7.125% Debentures due
2028
|
1.125% UST due
February 15, 2031
|
FIT1
|
50
|
$175,560,000
|
5
|
N/A
|
$1,000.00
|
$318.28
|
907818CF3
|
6.625% Debentures due
2029
|
1.125% UST due
February 15, 2031
|
FIT1
|
60
|
$398,276,000
|
6
|
N/A
|
$1,000.00
|
$316.92
|
|
|
1.
|
To be paid in New
2036 Notes and cash per $1,000 principal amount of Existing Notes
accepted for exchange in the 2036 Offers, subject to adjustment as
described in the section entitled "Determination of the Total
Exchange Price and 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 March 22, 2021 (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.
|
|
|
2.
|
See page B-2 of the
Offering Memorandum for illustrative examples of the Total Exchange
Prices and Exchange Prices for the Existing Notes exchanged
pursuant to the 2036 Offers, including the portions thereof payable
in New 2036 Notes and cash.
|
|
|
3.
|
For purposes of
determining the principal amount of each series of Existing Notes
that will be exchanged pursuant to the 2036 Offers, see the section
entitled "The 2036 Offers" in the Offering Memorandum.
|
|
|
4.
|
Subject to adjustment
as described in the section in the Offering Memorandum entitled
"The Exchange Offers".
|
The following table sets forth the Existing Notes that are
subject to the 2071 Offers:
CUSIP
Number
|
Title of
Series
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference Page
|
Fixed Spread
(basis points)
|
Aggregate
Principal
Amount
Outstanding
|
2071
Offers
Acceptance
Priority
Level
|
Maximum Acceptance
Sublimit
|
Hypothetical Total
Exchange Price 5,6,7
|
New Notes
Amount
|
Hypothetical Cash
Payment
|
907818EX2
|
4.800% Notes due
2058
|
1.625% UST due
November 15, 2050
|
FIT1
|
115
|
$76,570,000
|
1
|
N/A
|
$1,000.00
|
$279.89
|
907818DT2 907818DS4
|
4.821% Notes due
2044
|
1.625% UST due
November 15, 2050
|
FIT1
|
105
|
$189,119,000
|
2
|
N/A
|
$1,000.00
|
$229.33
|
907818EG9
|
4.375% Notes due
2065
|
1.625% UST due
November 15, 2050
|
FIT1
|
125
|
$600,000,000
|
3
|
N/A
|
$1,000.00
|
$182.38
|
907818DL9
|
4.300% Notes due
2042
|
1.625% UST due
November 15, 2050
|
FIT1
|
90
|
$222,179,000
|
4
|
N/A
|
$1,000.00
|
$164.99
|
907818EW4
|
4.500% Notes due
2048
|
1.625% UST due
November 15, 2050
|
FIT1
|
95
|
$453,374,000
|
5
|
N/A
|
$1,000.00
|
$222.54
|
907818DP0
|
4.250% Notes due
2043
|
1.625% UST due
November 15, 2050
|
FIT1
|
90
|
$212,708,000
|
6
|
N/A
|
$1,000.00
|
$161.93
|
907818DZ8
|
4.150% Notes due
2045
|
1.625% UST due
November 15, 2050
|
FIT1
|
90
|
$350,000,000
|
7
|
N/A
|
$1,000.00
|
$154.50
|
907818FC7
|
4.300% Notes due
2049
|
1.625% UST due
November 15, 2050
|
FIT1
|
95
|
$688,037,000
|
8
|
N/A
|
$1,000.00
|
$188.89
|
907818EV6
|
4.375% Notes due
2038
|
1.625% UST due
November 15, 2050
|
FIT1
|
70
|
$328,249,000
|
9
|
N/A
|
$1,000.00
|
$181.01
|
907818EF1
|
4.050% Notes due
2045
|
1.625% UST due
November 15, 2050
|
FIT1
|
98
|
$499,715,000
|
10
|
N/A
|
$1,000.00
|
$127.04
|
907818EJ3
|
4.050% Notes due
2046
|
1.625% UST due
November 15, 2050
|
FIT1
|
100
|
$600,000,000
|
11
|
N/A
|
$1,000.00
|
$124.46
|
907818EN4
|
4.000% Notes due
2047
|
1.625% UST due
November 15, 2050
|
FIT1
|
100
|
$500,000,000
|
12
|
N/A
|
$1,000.00
|
$119.57
|
|
|
5.
|
To be paid in New
2071 Notes and cash per $1,000 principal amount of Existing Notes
accepted for exchange in the 2071 Offers, subject to adjustment as
described in the section entitled "Determination of the Total
Exchange Price and Exchange Price" in the Offering
Memorandum. Hypotheticals shown for illustrative purposes
only. Prices will be determined on 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.
|
|
|
6.
|
See pages B-3 and B-4
of the Offering Memorandum for illustrative examples of the Total
Exchange Prices and Exchange Prices for the Existing Notes
exchanged pursuant to the 2071 Offers, including the portions
thereof payable in New 2071 Notes and cash.
|
|
|
7.
|
For purposes of
determining the principal amount of each series of Existing Notes
that will be exchanged pursuant to the 2071 Offers, see the
section entitled "The 2071 Offers" in the Offering
Memorandum.
|
Union Pacific will make six separate 2036 Offers to Eligible
Holders in an amount that requires no more than an aggregate
principal amount of $1,000,000,000 of
New 2036 Notes be issued pursuant to the 2036 Offers (the "2036
Offers Limit"). In addition, Union Pacific will make
twelve separate 2071 Offers to Eligible Holders in an amount that
requires no more than an aggregate principal amount of $750,000,000 of New 2071 Notes be issued pursuant
to the 2071 Offers (the "2071 Offers Limit"). The amounts of
each series of Existing Notes that are exchanged in the Exchange
Offers will be determined in accordance with the 2036 Offers Limit,
in the case of the 2036 Offers, and the 2071 Offers Limit, in the
case of the 2071 Offers, and the priorities set forth in the
"Acceptance Priority Level" column in the applicable table above
and as further detailed in the Offering Memorandum. Union Pacific
reserves the right to increase the Exchange Offers Limit and any
Maximum Acceptance Sublimit (as defined in the Offering Memorandum)
as provided in the Offering Memorandum.
The Exchange Offers are also subject to the satisfaction or
waiver of certain conditions, including (i) the condition that, in
the case of the 2036 Offers, the amount of Existing Notes validly
tendered and not validly withdrawn by the Expiration Date be an
amount that requires the issuance of at least $300,000,000 aggregate principal amount of New
2036 Notes in accordance with the terms of the 2036 Offers and, in
the case of the 2071 Offers, the amount of Existing Notes validly
tendered and not validly withdrawn by the Expiration Date be an
amount that requires the issuance of at least $300,000,000 aggregate principal amount of New
2071 Notes in accordance with the terms of the 2071 Offers; (ii)
the condition that, in the case of the 2036 Offers, at the Price
Determination Date, the yield on the applicable Reference U.S.
Treasury Security for a series of Existing Notes tendered pursuant
to the 2036 Offers is no greater than 1.95%; (iii) the condition
that, in the case of the 2071 Offers, at the Price Determination
Date, the yield on the applicable Reference U.S. Treasury Security
for a series of Existing Notes tendered pursuant to the 2071 Offers
is no greater than 2.65%; and (iv) the condition that, at the Price
Determination Date, the combination of the yield of the New Notes
that would be issued pursuant to an Exchange Offer and the Total
Exchange Price or Exchange Price for the applicable series of
Existing Notes would result in such New Notes issued in exchange
for such series of Existing Notes and such Existing Notes not being
considered "substantially different" under FASB Accounting
Standards Codification 470-50. Further, notwithstanding any
other provisions of the Exchange Offers, Union Pacific will not be
required to accept any Existing Notes, issue New Notes or pay any
cash amounts if, at the Price Determination Date, Union Pacific
believes, in its reasonable judgment, that it is highly likely that
the exchange of such series of Existing Notes for the Total
Exchange Price or the Exchange Price applicable to such series of
Existing Notes should not result in a "significant modification" of
such series of Existing Notes under applicable U.S. Treasury
regulations. Union Pacific's ability to consummate the 2036 Offers
is not contingent on the consummation of, or the satisfaction of
any condition required solely with respect to, the 2071 Offers, and
its ability to consummate the 2071 Offers is not contingent on the
consummation of, or the satisfaction of any condition required
solely with respect to, the 2036 Offers.
Eligible Holders of Existing Notes that tender their Existing
Notes prior to 5:00 p.m.,
New York City time, on
March 19, 2021, subject to any
extension by Union Pacific (the "Early Exchange Date"), and
are accepted will receive the Total Exchange Price, which will
include an early exchange premium. Eligible Holders of
Existing Notes that tender their Existing Notes after the Early
Exchange Date and are accepted will receive the Exchange Price,
which will not include any early exchange premium.
The Exchange Offers will expire at 11:59
p.m., New York City time,
on April 2, 2021, 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
March 19, 2021, subject to extension
by Union Pacific, but not thereafter, except in certain limited
circumstances where additional withdrawal rights are required by
law.
The New 2036 Notes will mature on April
6, 2036, and will bear interest at a rate per annum equal to
the sum of (i) the bid-side yield on the 1.125% U.S. Treasury Note
due February 15, 2031 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) 1.20% (120 basis points). The New 2071 Notes will
mature on April 6, 2071, and will
bear interest at a rate per annum equal to the sum of (i) the
bid-side yield on the 1.625% U.S. Treasury Note due November 15, 2050 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) 1.40% (140 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 (800) 676-7437 (toll free) or
by email at unp@dfking.com.
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, including
specifically the statements regarding the Corporation's
expectations with respect to economic conditions and demand levels,
its ability to improve network performance, its results of
operations, and potential impacts of the COVID-19
pandemic. 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 2020, which was filed
with the Securities and Exchange Commission ("SEC") on February 5, 2021. The Corporation updates
information regarding risk factors if circumstances require such
updates in its periodic reports 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