OMAHA, Neb., Nov. 4, 2019 /PRNewswire/ -- Union Pacific
Corporation (NYSE:UNP; and "Union Pacific" or the
"Corporation") today announced (a) the early results of its
private offers to exchange certain of its outstanding notes and
debentures referenced in the table below for a combination of new
notes due 2060 (the "New Notes") and cash (the "Exchange
Offers") and (b) an amendment to the Exchange Offers to
increase the Exchange Offers Limit (as defined below) from
$1,500,000,000 to $1,790,000,000. The outstanding notes and
debentures to be exchanged pursuant to the Exchange Offers are
collectively referred to as the "Existing Notes."
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On October 21, 2019, Union Pacific
commenced eighteen separate Exchange Offers to eligible holders in
an amount that requires no more than $1,500,000,000 of New Notes to be issued pursuant
to the Exchange Offers (the "Exchange Offers Limit"),
subject to the applicable priorities and limitations as set forth
in Union Pacific's offering memorandum dated October 21, 2019 (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tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York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 November 1, 2019
(the "Early Exchange Date"), based on information provided
by the exchange agent to Union Pacific, is $3,417,693,000, as
described in greater detail in the table below. The amount of
outstanding Existing Notes validly tendered and not validly
withdrawn as of the Early Exchange Date exceeded the minimum
condition that Union Pacific receive valid tenders of Existing
Notes, not validly withdrawn, that require the issuance of at least
$500 million aggregate principal
amount of New Notes in accordance with the terms of the Exchange
Offers.
The table below shows the principal amount of each series of
Existing Notes that has been tendered and not validly withdrawn
pursuant to the Exchange Offers as of the Early Exchange Date.
CUSIP
Number
|
Title of
Series
|
Approximate
Aggregate
Principal
Amount
Outstanding (mm)
|
Acceptance
Priority
Level
|
Principal
Amount
Tendered for
Exchange as of
Early Exchange
Date
|
907818DE5 907818DF2
|
5.780% Notes due
2040
|
$85
|
1
|
$636,000
|
907818CU0
|
6.250% Debentures due
2034
|
$179
|
2
|
$19,004,000
|
907818CX4
|
6.150% Debentures due
2037
|
$110
|
3
|
$9,815,000
|
907818DS4 907818DT2
|
4.821% Notes due
2044
|
$327
|
4
|
$127,846,000
|
907818CS5
|
5.375% Debentures
due
2033
|
$185
|
5
|
$35,059,000
|
907818DJ4
|
4.750% Notes due
2041
|
$325
|
6
|
$87,179,000
|
907818DX3
|
4.850% Notes due
2044
|
$146
|
7
|
$61,574,000
|
907818EX2
|
4.800% Notes due
2058
|
$500
|
8
|
$423,430,000
|
907818DU9
|
4.750% Notes due
2043
|
$296
|
9
|
$106,182,000
|
907818EW4
|
4.500% Notes due
2048
|
$1,500
|
10
|
$966,081,000
|
907818EV6
|
4.375% Notes due
2038
|
$750
|
11
|
$461,576,000
|
907818DL9
|
4.300% Notes due
2042
|
$300
|
12
|
$73,776,000
|
907818DP0
|
4.250% Notes due
2043
|
$325
|
13
|
$115,216,000
|
907818FC7
|
4.300% Notes due
2049
|
$1,000
|
14
|
$408,311,000
|
907818DZ8
|
4.150% Notes due
2045
|
$350
|
15
|
$90,338,000
|
907818EJ3
|
4.050% Notes due
2046
|
$600
|
16
|
$234,261,000
|
907818EF1
|
4.050% Notes due
2045
|
$500
|
17
|
$155,790,000
|
907818EN4
|
4.000% Notes due
2047
|
$500
|
18
|
$41,619,000
|
The Corporation 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 Exchange Offers by
increasing the Exchange Offers Limit from $1,500,000,000 to $1,790,000,000.
The Exchange Offers will expire at 11:59
p.m., New York City time,
on November 18, 2019, 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.
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 (888) 541-9895 or
by email at unp@dfking.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. 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 r3esults
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 2018, which was filed with the Securities
and Exchange Commission ("SEC") on February
8, 2019. The Corporation updates information regarding
risk factors if circumstances require such updates 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.
ABOUT UNION PACIFIC
Union Pacific Railroad Company is the principal operating
company of Union Pacific Corporation (NYSE: UNP). One of America's
most recognized companies, Union Pacific Railroad Company connects
23 states in the western two-thirds of the country by rail,
providing a critical link in the global supply chain. The
railroad's diversified business mix is classified into its
Agricultural Products, Energy, Industrial and Premium business
groups. Union Pacific serves many of the fastest-growing U.S.
population centers, operates from all major West Coast and Gulf
Coast ports to eastern gateways, connects with Canada's rail systems and is the only railroad
serving all six major Mexico
gateways. Union Pacific provides value to its roughly 10,000
customers by delivering products in a safe, reliable,
fuel-efficient and environmentally responsible manner.
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SOURCE Union Pacific Corporation