OMAHA, Neb., March 22, 2021 /PRNewswire/ -- Union Pacific
Corporation (NYSE:UNP) ("Union Pacific" or the
"Corporation") today announced (a) the early results of its
private offers to exchange (1) certain of its outstanding
notes and debentures referenced 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 of its outstanding
notes referenced 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") and (b) an amendment to the 2071 Offers to increase
the 2071 Offers Limit (as defined below) from $750,000,000 to $1,012,201,000. The outstanding notes and
debentures to be exchanged pursuant to the Exchange Offers are
collectively referred to as the "Existing Notes."
On March 8, 2021, Union Pacific
commenced six separate 2036 Offers to eligible holders in an amount
that requires no more than $1,000,000,000 of New 2036 Notes to be issued
pursuant to the 2036 Offers (the "2036 Offers Limit"),
subject to the applicable priorities and limitations as set forth
in Union Pacific's offering memorandum dated March 8, 2021 (the "Offering Memorandum")
and related letter of transmittal. In addition, Union Pacific
also commenced twelve separate 2071 Offers to eligible holders in
an amount that requires no more than $750,000,000 of New 2071 Notes to be issued
pursuant to the 2071 Offers (the "2071 Offers Limit"),
subject to the applicable priorities and limitations as set forth
in the Offering Memorandum and related letter of
transmittal.
The approximate principal amount of the Existing Notes validly
tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York
City time, on March 19, 2021
(the "Early Exchange Date"), based on information provided
by the exchange agent to Union Pacific, is $1,793,944,000 as described in greater detail in
the tables below. The amount of outstanding Existing Notes
validly tendered and not validly withdrawn as of the Early Exchange
Date exceeded the minimum condition that, in the case of the 2036
Offers, Union Pacific receive valid tenders of Existing Notes, not
validly withdrawn, that require the issuance of at least
$300 million aggregate principal
amount of New 2036 Notes in accordance with the terms of the 2036
Offers and, in the case of the 2071 Offers, Union Pacific receive
valid tenders of Existing Notes, not validly withdrawn, that
require the issuance of at least $300
million aggregate principal amount of New 2071 Notes in
accordance with the terms of the 2071 Offers.
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 2036 Offers as of the Early Exchange
Date.
CUSIP
Number
|
Title of
Series
|
Aggregate
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Maximum
Acceptance
Sublimit
|
Principal
Amount
Tendered for
Exchange as of
Early Exchange
Date
|
907818EY0
|
3.950% Notes due
2028
|
$1,500,000,000
|
1
|
$550,000,000
|
$444,780,000
|
907818FB9
|
3.700% Notes due
2029
|
$1,000,000,000
|
2
|
$400,000,000
|
$225,355,000
|
907818CU0
|
6.250% Debentures due
2034
|
$160,068,000
|
3
|
N/A
|
$5,537,000
|
907818CS5
|
5.375% Debentures due
2033
|
$149,687,000
|
4
|
N/A
|
$5,320,000
|
907818BY3
|
7.125% Debentures due
2028
|
$175,560,000
|
5
|
N/A
|
$13,640,000
|
907818CF3
|
6.625% Debentures due
2029
|
$398,276,000
|
6
|
N/A
|
$5,741,000
|
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 2071 Offers as of the Early Exchange
Date.
CUSIP
Number
|
Title of
Series
|
Aggregate
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Maximum
Acceptance
Sublimit
|
Principal
Amount
Tendered for
Exchange as of
Early Exchange Date
|
907818EX2
|
4.800% Notes due
2058
|
$76,570,000
|
1
|
N/A
|
$50,508,000
|
907818DT2
907818DS4
|
4.821% Notes due
2044
|
$189,119,000
|
2
|
N/A
|
$3,700,000
|
907818EG9
|
4.375% Notes due
2065
|
$600,000,000
|
3
|
N/A
|
$421,588,000
|
907818DL9
|
4.300% Notes due
2042
|
$222,179,000
|
4
|
N/A
|
$16,064,000
|
907818EW4
|
4.500% Notes due
2048
|
$453,374,000
|
5
|
N/A
|
$63,476,000
|
907818DP0
|
4.250% Notes due
2043
|
$212,708,000
|
6
|
N/A
|
$25,573,000
|
907818DZ8
|
4.150% Notes due
2045
|
$350,000,000
|
7
|
N/A
|
$116,111,000
|
907818FC7
|
4.300% Notes due
2049
|
$688,037,000
|
8
|
N/A
|
$50,980,000
|
907818EV6
|
4.375% Notes due
2038
|
$328,249,000
|
9
|
N/A
|
$94,910,000
|
907818EF1
|
4.050% Notes due
2045
|
$499,715,000
|
10
|
N/A
|
$95,656,000
|
907818EJ3
|
4.050% Notes due
2046
|
$600,000,000
|
11
|
N/A
|
$73,635,000
|
907818EN4
|
4.000% Notes due
2047
|
$500,000,000
|
12
|
N/A
|
$81,370,000
|
Assuming no additional Existing Notes of any series in the 2071
Offers with an Acceptance Priority Level (as set forth in the table
above) of 11 or higher are validly tendered and not validly
withdrawn at or prior to the Expiration Date (as defined in the
Offering Memorandum) that have not already been so tendered, Union
Pacific intends to accept all of its 4.050% Notes due 2046 validly
tendered and not validly withdrawn in accordance with the terms of
the 2071 Offers. Accordingly, based on the amount of Existing Notes
tendered for exchange and not validly withdrawn as of the Early
Exchange Date, Union Pacific announced that, in accordance with its
rights as set forth in the Offering Memorandum and the related
letter of transmittal, it has amended the size of the 2071 Offers
by increasing the 2071 Offers Limit from $750,000,000 to $1,012,201,000.
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. In accordance with the
terms of the Exchange Offers, tendered Existing Notes may no longer
be withdrawn, except in certain limited circumstances where
additional withdrawal rights are required by law.
Pricing for the Exchange Offers and New Notes will be determined
at 11:00 a.m., New York City time, on March 22, 2021 (the "Price Determination
Date") as described in the Offering Memorandum.
The Exchange Offers are being conducted upon the terms and
subject to the conditions set forth in 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 who has 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 the 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