OMAHA, Neb., Sept. 30, 2016 /PRNewswire/ -- Union Pacific
Corporation (NYSE: UNP; and "Union Pacific" or the
"Corporation") today announced the expiration of its private
offers to exchange certain of its outstanding notes and debentures
referenced in the table below for a combination of 3.799% Notes due
2051 (the "New Notes") and cash (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 September 1, 2016,
expired at 11:59 p.m., New York City time on September 29, 2016 (the "Expiration
Date"). According to information provided by the exchange
agent for the Exchange Offers, Union Pacific received valid tenders
from holders of $1,006,444,000
aggregate principal amount of Existing Notes. On October 4, 2016, Union Pacific expects to deliver
an aggregate principal amount of $1,044,261,000 of New Notes and will pay an
aggregate of $182,637,378.86 cash
consideration for the Existing Notes accepted for exchange, as
described in greater detail in the table below, plus accrued and
unpaid interest on such Existing Notes and cash in lieu of
fractional amounts of the New Notes.
The table below shows the principal amount of each series of
Existing Notes that has been tendered pursuant to the Exchange
Offers as of the Expiration Date and the principal amount of New
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 Notes).
|
|
|
|
Aggregate
Principal
Amount
Outstanding
|
|
Principal
Amount of
Existing
Notes
Tendered for
Exchange
|
|
Principal Amount
to be Delivered
|
CUSIP
Number
|
|
Title of
Series
|
|
|
|
New
Notes
|
|
Cash
Payment
|
|
|
|
|
|
|
|
|
|
|
|
907818DX3
|
|
4.850% Notes due
2044
|
|
$300,000,000
|
|
$153,947,000
|
|
$153,947,000
|
|
$33,220,223.13
|
|
|
|
|
|
|
|
|
|
|
|
907818DT2
|
|
4.821% Notes due
2044
|
|
$700,000,000
|
|
$372,817,000
|
|
$410,014,000
|
|
$40,659,300.19
|
|
|
|
|
|
|
|
|
|
|
|
907818DU9
|
|
4.750% Notes due
2043
|
|
$500,000,000
|
|
$204,324,000
|
|
$204,324,000
|
|
$40,121,060.64
|
|
|
|
|
|
|
|
|
|
|
|
907818DJ4
|
|
4.750% Notes due
2041
|
|
$500,000,000
|
|
$175,394,000
|
|
$175,394,000
|
|
$34,235,154.86
|
|
|
|
|
|
|
|
|
|
|
|
907818DE5
|
|
5.780% Notes due
2040
|
|
$89,545,000
|
|
$4,151,000
|
|
$4,771,000
|
|
$856,143.75
|
|
|
|
|
|
|
|
|
|
|
|
907818DF2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
907818CX4
|
|
6.150% Debentures due
2037
|
|
$112,414,000
|
|
$2,444,000
|
|
$2,444,000
|
|
$922,536.68
|
|
|
|
|
|
|
|
|
|
|
|
907818CU0
|
|
6.250% Debentures due
2034
|
|
$230,929,000
|
|
$51,857,000
|
|
$51,857,000
|
|
$19,022,703.31
|
|
|
|
|
|
|
|
|
|
|
|
907818CS5
|
|
5.375% Debentures due
2033
|
|
$200,000,000
|
|
$15,246,000
|
|
$15,246,000
|
|
$3,807,078.66
|
|
|
|
|
|
|
|
|
|
|
|
907818BY3
|
|
7.125% Debentures due
2028
|
|
$177,060,000
|
|
$1,500,000
|
|
$1,500,000
|
|
$599,295.00
|
|
|
|
|
|
|
|
|
|
|
|
907818CF3
|
|
6.625% Debentures due
2029
|
|
$423,040,000
|
|
$24,764,000
|
|
$24,764,000
|
|
$9,193,882.64
|
|
|
|
|
|
|
|
|
|
|
|
Based on the amount of Existing Notes tendered in the Exchange
Offers and in accordance with the terms of the Exchange Offers,
Union Pacific accepted all of the Existing Notes validly tendered
(and not validly withdrawn) pursuant to the Exchange Offers, as set
forth above.
The Exchange Offers were conducted upon the terms and subject to
the conditions set forth in the offering memorandum dated
September 1, 2016 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.
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), may contain
statements that 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
and information also generally include, without limitation,
any other statements or information regarding: expectations as to
operational or service improvements; expectations regarding the
effectiveness of steps taken or to be taken to improve operations,
service, infrastructure improvements, and transportation plan
modifications; expectations as to cost savings, revenue growth, and
earnings; the time by which goals, targets, or objectives will be
achieved; projections, predictions, expectations, estimates or
forecasts as to the Corporation's and its subsidiaries' business,
financial and operational results, future economic performance and
general economic conditions; proposed new products and services;
estimates of costs relating to environmental remediation and
restoration; estimates and expectations regarding tax matters,
expectations that claims, litigation, environmental costs,
commitments, contingent liabilities, labor negotiations or
agreements or other matters will not have a material adverse effect
on the Corporation's consolidated results of operations, financial
condition, or liquidity and any other similar expressions
concerning matters that are not historical facts.
Forward‑looking statements and information reflect the
good faith consideration by management of currently available
information, and may be based on underlying assumptions believed to
be reasonable under the circumstances. However, such information
and assumptions (and, therefore, such forward‑looking
statements and information) are or may be subject to
variables or unknown or unforeseeable events or circumstances over
which management has little or no influence or control. The Risk
Factors in Item 1A of the Corporation's 2015 Annual Report on Form
10-K, filed February 5, 2016, could
affect the Corporation's future results and could cause those
results or other outcomes to differ materially from those expressed
or implied in the forward‑looking statements, and
this press release should be read in conjunction with these Risk
Factors. To the extent circumstances require or the Corporation
deems it otherwise necessary, the Corporation will update or amend
these risk factors in a Form 10-Q or Form 8-K.
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 is subject to risks and uncertainties that could cause
actual performance or results to differ materially from those
expressed in the statements.
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.
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SOURCE Union Pacific Corporation