Union Pacific Corporation Announces Results to Date of Exchange Offers

Union Pacific Corporation Announces Results to Date of Exchange Offers and increase in Size of Exchange Offers Limit

Omaha, NE (STL.News) 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 2062 (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 $750,000,000 to $1,045,000,000.  The outstanding notes and debentures to be exchanged pursuant to the Exchange Offers are collectively referred to as the “Existing Notes.”

On August 17, 2020, Union Pacific commenced fourteen separate Exchange Offers to eligible holders in an amount that requires no more than $750,000,000 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 August 17, 2020 (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The approximate principal amount of the Existing Notes validly tendered for exchange and not validly withdrawn, as of 5:00 p.m., New York City time, on August 28, 2020 (the “Early Exchange Date”), based on information provided by the exchange agent to Union Pacific, is $1,546,369,000 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  The amount of outstanding Existing Notes validly tendered and not validly withdrawn as of the Early Exchange Date exceeded the minimum condition that Union Pacific receive valid tenders of Existing Notes, not validly withdrawn, that require the issuance of at least $300 million aggregate principal amount of New Notes in accordance with the terms of the Exchange Offers.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table below shows the principal amount of each series of Existing Notes that has been validly tendered and not validly withdrawn pursuant to the Exchange Offers as of the Early Exchange Date.

Assuming no additional Existing Notes of any series with an Acceptance Priority Level (as set forth in the table above) of 10 or higher are validly tendered and not validly withdrawn at or prior to the Expiration Date (as defined in the Offering Memorandum) that have not already been so tendered, the Corporation intends to accept all of its 4.300% Notes due 2049 validly tendered and not validly withdrawn in accordance with the terms of the Exchange Offers.  Accordingly, based on the amount of Existing Notes tendered for exchange and not validly withdrawn as of the Early Exchange Date, 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 $750,000,000 to $1,045,000,000.

The Exchange Offers will expire at 11:59 p.m., New York City time, on September 14, 2020, 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.

Pricing for the Exchange Offers and New Notes will be determined at 11:00 a.m., New York City time, on August 31, 2020 (the “Price Determination Date”) as described in the Offering Memorandum.

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) 591-8238 or by email at unp@dfking.com.

NOTE: this is NOT the complete release.

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