Union Pacific Corporation Announces Expiration of Exchange Offers

Published on : Saturday, October 1, 2016

Union-PacificUnion Pacific Corporation (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).

Principal Amount to be Delivered
CUSIP Number Title of Series Aggregate Principal
Amount Outstanding Principal Amount of Existing Notes
Tendered for Exchange 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
907818DF2 5.780% Notes due 2040 $89,545,000 $4,151,000 $4,771,000 $856,143.75
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.

 

Source:- Union Pacific

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