OMAHA, Neb., April 5, 2021 /PRNewswire/ -- Union Pacific
Corporation (NYSE: UNP; and "Union Pacific" or the
"Corporation") today announced the expiration of its private
offers to exchange (1) certain of its outstanding notes and
debentures referenced in the first table below for a combination of
2.891% 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
3.799% 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,
which commenced on March 8, 2021,
expired at 11:59 p.m., New York City time on April 2, 2021 (the "Expiration
Date"). According to information provided by the exchange
agent for the Exchange Offers, Union Pacific received valid tenders
from holders of $1,794,759,000 aggregate principal amount of
Existing Notes. Union Pacific also announced that, in
accordance with its rights as set forth in its offering memorandum
dated March 8, 2021 (the "Offering
Memorandum") and the related letter of transmittal, it has
amended the size of the 2071 Offers by increasing the aggregate
principal amount of New 2071 Notes to be issued pursuant to the
Exchange Offers from $1,012,201,000
to $1,012,411,000. On April 6, 2021, Union Pacific expects to deliver
an aggregate principal amount of $700,977,000 of New 2036 Notes and an aggregate
principal amount of $1,012,411,000 of
New 2071 Notes, and will pay an aggregate of $256,608,000.90 cash consideration comprised
of $98,103,969.91 payable with
respect to the 2036 Offers and $158,504,030.99 payable with respect to the 2071
Offers, for the Existing Notes accepted for exchange, as described
in greater detail in the tables below, plus accrued and unpaid
interest on such Existing Notes and cash in lieu of fractional
amounts of the New Notes. Fees and expenses related to the
Exchange Offers will be recorded as interest expense and are
anticipated to have a negative two
cents impact on the Company's diluted earnings per share in
the first quarter of 2021.
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withdrawn pursuant to the 2036 Offers as of the Expiration Date and
the principal amount of New 2036 Notes and cash to be delivered for
each series of Existing Notes accepted for exchange pursuant to the
Exchange Offers (not including accrued and unpaid interest on such
Existing Notes or cash in lieu of fractional amounts of the New
2036 Notes).
|
|
|
|
Aggregate
Principal
Amount
Outstanding
|
|
Principal
Amount of
Existing Notes
Tendered for
Exchange
|
|
Principal
Amount of
Existing Notes
Accepted for
Exchange
|
|
Principal Amount
to be Delivered
|
CUSIP
Number
|
|
Title of
Series
|
|
|
|
|
|
|
|
New 2036
Notes
|
|
Cash
Payment
|
907818EY0
|
|
3.950% Notes
due 2028
|
|
$1,500,000,000
|
|
$445,220,000
|
|
$445,220,000
|
|
$445,220,000
|
|
$61,240,272.00
|
907818FB9
|
|
3.700% Notes
due 2029
|
|
$1,000,000,000
|
|
$225,519,000
|
|
$225,519,000
|
|
$225,519,000
|
|
$27,225,474.44
|
907818CU0
|
|
6.250%
Debentures
due 2034
|
|
$160,068,000
|
|
$5,537,000
|
|
$5,537,000
|
|
$5,537,000
|
|
$2,122,055.25
|
907818CS5
|
|
5.375%
Debentures
due 2033
|
|
$149,687,000
|
|
$5,321,000
|
|
$5,320,000
|
|
$5,320,000
|
|
$1,503,432.00
|
907818BY3
|
|
7.125%
Debentures
due 2028
|
|
$175,560,000
|
|
$13,640,000
|
|
$13,640,000
|
|
$13,640,000
|
|
$4,240,948.80
|
907818CF3
|
|
6.625%
Debentures
due 2029
|
|
$398,276,000
|
|
$5,741,000
|
|
$5,741,000
|
|
$5,741,000
|
|
$1,771,787.42
|
Based on the amount of Existing Notes tendered in the 2036
Offers and in accordance with the terms of the 2036 Offers, Union
Pacific accepted (1) all of the 3.950% Notes due 2028 validly
tendered (and not validly withdrawn), as set forth above; (2) all
of the 3.700% Notes due 2029 validly tendered (and not validly
withdrawn), as set forth above; (3) all of the 6.250% Debentures
due 2034 validly tendered (and not validly withdrawn), as set forth
above; (4) all of the 5.375% Debentures due 2033 validly tendered
(and not validly withdrawn) prior to 5:00
p.m., New York City time,
on March 19, 2021, as set forth
above; (5) all of the 7.125% Debentures due 2028 validly tendered
(and not validly withdrawn), as set forth above; and (6) all of the
6.625% Debentures due 2029 validly tendered (and not validly
withdrawn), as set forth above. Based on the amount of Existing
Notes tendered in the 2036 Offers and in accordance with the terms
of the 2036 Offers, Union Pacific did not accept any of the 5.375%
Debentures due 2033 validly tendered (and not validly withdrawn)
after 5:00 p.m., New York City time, on March 19, 2021.
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 Expiration Date and
the principal amount of New 2071 Notes and cash to be delivered for
each series of Existing Notes accepted for exchange pursuant to the
2071 Offers (not including accrued and unpaid interest on such
Existing Notes or cash in lieu of fractional amounts of the New
2071 Notes).
|
|
|
|
Aggregate
Principal
Amount
Outstanding
|
|
Principal
Amount of
Existing Notes Tendered
for
Exchange
|
|
Principal
Amount of
Existing Notes
Accepted for
Exchange
|
|
Principal Amount
to be Delivered
|
CUSIP
Number
|
|
Title of
Series
|
|
|
|
|
|
|
|
New 2071
Notes
|
|
Cash
Payment
|
907818EX2
|
|
4.800% Notes
due 2058
|
|
$76,570,000
|
|
$50,508,000
|
|
$50,508,000
|
|
$50,508,000
|
|
$12,945,705.48
|
907818DT2
907818DS4
|
|
4.821% Notes
due 2044
|
|
$189,119,000
|
|
$3,700,000
|
|
$3,700,000
|
|
$3,700,000
|
|
$785,547.00
|
907818EG9
|
|
4.375% Notes
due 2065
|
|
$600,000,000
|
|
$421,663,000
|
|
$421,663,000
|
|
$421,663,000
|
|
$66,850,918.65
|
907818DL9
|
|
4.300% Notes
due 2042
|
|
$222,179,000
|
|
$16,064,000
|
|
$16,064,000
|
|
$16,064,000
|
|
$2,396,909.44
|
907818EW4
|
|
4.500% Notes
due 2048
|
|
$453,374,000
|
|
$63,476,000
|
|
$63,476,000
|
|
$63,476,000
|
|
$12,894,514.64
|
907818DP0
|
|
4.250% Notes
due 2043
|
|
$212,708,000
|
|
$25,573,000
|
|
$25,573,000
|
|
$25,573,000
|
|
$3,726,753.29
|
907818DZ8
|
|
4.150% Notes
due 2045
|
|
$350,000,000
|
|
$116,111,000
|
|
$116,111,000
|
|
$116,111,000
|
|
$15,961,779.17
|
907818FC7
|
|
4.300% Notes
due 2049
|
|
$688,037,000
|
|
$50,980,000
|
|
$50,980,000
|
|
$50,980,000
|
|
$8,648,757.00
|
907818EV6
|
|
4.375% Notes
due 2038
|
|
$328,249,000
|
|
$94,910,000
|
|
$94,910,000
|
|
$94,910,000
|
|
$15,856,613.70
|
907818EF1
|
|
4.050% Notes
due 2045
|
|
$499,715,000
|
|
$95,656,000
|
|
$95,656,000
|
|
$95,656,000
|
|
$10,524,073.12
|
907818EJ3
|
|
4.050% Notes
due 2046
|
|
$600,000,000
|
|
$73,770,000
|
|
$73,770,000
|
|
$73,770,000
|
|
$7,912,459.50
|
907818EN4
|
|
4.000% Notes
due 2047
|
|
$500,000,000
|
|
$81,370,000
|
|
$0
|
|
$0
|
|
$0
|
Based on the amount of Existing Notes tendered in the 2071
Offers and in accordance with the terms of the 2071 Offers, Union
Pacific accepted (1) all of the 4.800% Notes due 2058 validly
tendered (and not validly withdrawn), as set forth above; (2) all
of the 4.821% Notes due 2044 validly tendered (and not validly
withdrawn), as set forth above; (3) all of the 4.375% Notes due
2065 validly tendered (and not validly withdrawn), as set forth
above; (4) all of the 4.300% Notes due 2042 validly tendered (and
not validly withdrawn), as set forth above; (5) all of the 4.500%
Notes due 2048 validly tendered (and not validly withdrawn), as set
forth above; (6) all of the 4.250% Notes due 2043 validly tendered
(and not validly withdrawn), as set forth above; (7) all of the
4.150% Notes due 2045 validly tendered (and not validly withdrawn),
as set forth above; (8) all of the 4.300% Notes due 2049 validly
tendered (and not validly withdrawn), as set forth above; (9) all
of the 4.375% Notes due 2038 validly tendered (and not validly
withdrawn), as set forth above; (10) all of the 4.050% Notes due
2045 validly tendered (and not validly withdrawn), as set forth
above; and (11) all of the 4.050% Notes due 2046 validly tendered
(and not validly withdrawn), as set forth above. Based on the
amount of Existing Notes tendered in the 2071 Offers and in
accordance with the terms of the 2071 Offers, Union Pacific did not
accept any of the 4.000% Notes due 2047 tendered pursuant to the
2071 Offers.
The Exchange Offers were conducted upon the terms and subject to
the conditions set forth in the Offering Memorandum and the related
letter of transmittal. The Exchange Offers were only made to
a holder of the Existing Notes who 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 related letter of
transmittal and only to such persons and in such jurisdictions as
is permitted under applicable law.
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