OMAHA, Neb., March 22, 2021 /PRNewswire/ -- Union Pacific
Corporation (NYSE: UNP) ("Union Pacific" or the
"Corporation") today announced the pricing terms 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"), established as of 11:00 a.m.,
New York City time, on
March 22, 2021 (the "Price
Determination Date") in accordance with Union Pacific's
offering memorandum dated March 8,
2021 (the "Offering Memorandum") and the related
letter of transmittal. The outstanding notes and debentures
to be exchanged pursuant to the Exchange Offers are collectively
referred to as the "Existing Notes."
The total exchange price to be received in each Exchange Offer
(the "Total Exchange Price") for each $1,000 principal amount of Existing Notes validly
tendered, not validly withdrawn prior to 5:00 p.m., New York
City time, on March 19, 2021
(the "Early Exchange Date") and accepted for exchange is set
forth in the tables below. The Total Exchange Price, which
includes the early exchange premium of $50.00 in cash per $1,000 principal amount of Existing Notes validly
tendered, not validly withdrawn prior to the Early Exchange Date
and accepted for exchange, will be paid via the issuance of the
principal amount of New Notes set forth in the tables below, with
the remaining amount paid in cash. The Total Exchange Price
has been determined using the yields for the Exchange Offers in
accordance with the procedures set forth in the Offering
Memorandum. Holders of Existing Notes who validly tender
Existing Notes after the Early Exchange Date that are accepted for
exchange will receive the Total Exchange Price less the early
exchange premium of $50.00 in cash
per $1,000 principal amount of
Existing Notes validly tendered, not validly withdrawn and accepted
for exchange. The annual interest rate on the 2036 Notes will
be 2.891%, which has been determined as the bid-side yield of the
designated reference security as of the Price Determination Date,
which was 1.691%, plus the applicable spread. The annual
interest rate on the 2071 Notes will be 3.799%, which has been
determined as the bid-side yield of the designated reference
security as of the Price Determination Date, which was 2.399%, plus
the applicable spread.
The table below shows the Total Exchange Price per $1,000 principal amount of each series of
Existing Notes accepted in the 2036 Offers.
|
|
|
|
|
|
|
|
|
|
Total Exchange
Price
|
CUSIP
Number
|
|
Title of
Series
|
|
Aggregate
Principal
Amount
Outstanding
|
|
Reference
UST Yield
|
|
Fixed Spread
(basis points)
|
|
New
Notes
|
|
Cash
Payment
|
907818EY0
|
|
3.950% Notes due
2028
|
|
$1,500,000,000
|
|
1.691%
|
|
20
|
|
$1,000.00
|
|
$137.60
|
907818FB9
|
|
3.700% Notes due
2029
|
|
$1,000,000,000
|
|
1.691%
|
|
30
|
|
$1,000.00
|
|
$120.76
|
907818CU0
|
|
6.250% Debentures due
2034
|
|
$160,068,000
|
|
1.691%
|
|
105
|
|
$1,000.00
|
|
$383.25
|
907818CS5
|
|
5.375% Debentures due
2033
|
|
$149,687,000
|
|
1.691%
|
|
95
|
|
$1,000.00
|
|
$282.60
|
907818BY3
|
|
7.125% Debentures due
2028
|
|
$175,560,000
|
|
1.691%
|
|
50
|
|
$1,000.00
|
|
$310.92
|
907818CF3
|
|
6.625% Debentures due
2029
|
|
$398,276,000
|
|
1.691%
|
|
60
|
|
$1,000.00
|
|
$308.62
|
The table below shows the Total Exchange Price per $1,000 principal amount of each series of
Existing Notes accepted in the 2071 Offers.
|
|
|
|
|
|
|
|
|
|
Total Exchange
Price
|
CUSIP
Number
|
|
Title of
Series
|
|
Aggregate
Principal Amount Outstanding
|
|
Reference
UST Yield
|
|
Fixed Spread
(basis points)
|
|
New
Notes
|
|
Cash
Payment
|
907818EX2
|
|
4.800% Notes due
2058
|
|
$76,570,000
|
|
2.399%
|
|
115
|
|
$1,000.00
|
|
$256.31
|
907818DT2
907818DS4
|
|
4.821% Notes due
2044
|
|
$189,119,000
|
|
2.399%
|
|
105
|
|
$1,000.00
|
|
$212.31
|
907818EG9
|
|
4.375% Notes due
2065
|
|
$600,000,000
|
|
2.399%
|
|
125
|
|
$1,000.00
|
|
$158.55
|
907818DL9
|
|
4.300% Notes due
2042
|
|
$222,179,000
|
|
2.399%
|
|
90
|
|
$1,000.00
|
|
$149.21
|
907818EW4
|
|
4.500% Notes due
2048
|
|
$453,374,000
|
|
2.399%
|
|
95
|
|
$1,000.00
|
|
$203.14
|
907818DP0
|
|
4.250% Notes due
2043
|
|
$212,708,000
|
|
2.399%
|
|
90
|
|
$1,000.00
|
|
$145.73
|
907818DZ8
|
|
4.150% Notes due
2045
|
|
$350,000,000
|
|
2.399%
|
|
90
|
|
$1,000.00
|
|
$137.47
|
907818FC7
|
|
4.300% Notes due
2049
|
|
$688,037,000
|
|
2.399%
|
|
95
|
|
$1,000.00
|
|
$169.65
|
907818EV6
|
|
4.375% Notes due
2038
|
|
$328,249,000
|
|
2.399%
|
|
70
|
|
$1,000.00
|
|
$167.07
|
907818EF1
|
|
4.050% Notes due
2045
|
|
$499,715,000
|
|
2.399%
|
|
98
|
|
$1,000.00
|
|
$110.02
|
907818EJ3
|
|
4.050% Notes due
2046
|
|
$600,000,000
|
|
2.399%
|
|
100
|
|
$1,000.00
|
|
$107.35
|
907818EN4
|
|
4.000% Notes due
2047
|
|
$500,000,000
|
|
2.399%
|
|
100
|
|
$1,000.00
|
|
$102.01
|
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"). In addition to the consideration described above,
all eligible holders of Existing Notes validly tendered, not
validly withdrawn and accepted for exchange prior to the Expiration
Date will also receive accrued and unpaid interest on those
Existing Notes from the last interest payment date to, but not
including, the settlement date of the applicable Exchange Offer,
which is expected to be April 6,
2021, the second business day after the Expiration Date.
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