Union Pacific Corporation Announces Pricing Terms of Exchange Offers
OREANDA-NEWS. Union Pacific Corporation (NYSE:UNP; and "Union Pacific" or the "Corporation") today announced the pricing terms of its private offers to exchange (1) certain of its outstanding notes and debentures referenced in the first table below for a combination of new notes due 2024 (the "New 2024 Notes") and cash (the "2024 Offers"), and (2) certain of its outstanding notes and debentures referenced in the second table below for a combination of new notes due 2044 (the "New 2044 Notes" and, together with the New 2024 Notes, the "New Notes") and cash (the "2044 Offers" and, together with the 2024 Offers, the "Exchange Offers"), established as of 11:00 a.m., New York City time, on August 5, 2013 (the "Price Determination Date") in accordance with Union Pacific's offering memorandum dated July 22, 2013 (the "Offering Memorandum") and the related letter of transmittal.
The total exchange price to be received in each Exchange Offer (the "Total Exchange Price") for each USD 1,000 principal amount of Existing Notes validly tendered, not withdrawn prior to 5:00 p.m., New York City time, on August 2, 2013 (the "Early Exchange Date") and accepted for exchange is set forth in the tables below. The Total Exchange Price, which includes the early exchange premium of USD 50.00 in cash per USD 1,000 principal amount of Existing Notes validly tendered, not withdrawn prior to the Early Exchange Date and accepted for exchange, will be paid via the issuance of the principal amount of New Notes set forth in the tables below, with the remaining amount paid in cash. The Total Exchange Price has been determined using the yields for the Exchange Offers in accordance with the procedures set forth in the Offering Memorandum. Holders of Existing Notes who validly tender Existing Notes after the Early Exchange Date that are accepted for exchange will receive the Total Exchange Price less the early exchange premium of USD 50.00 in cash per USD 1,000 principal amount of Existing Notes validly tendered, not withdrawn and accepted for exchange. The annual interest rate on the New 2024 Notes will be 3.646%, which has been determined as the bid-side yield of the designated reference security as of the Price Determination Date, which was 2.646%, plus the applicable spread. The annual interest rate on the New 2044 Notes will be 4.821%, which has been determined as the bid-side yield of the designated reference security as of the Price Determination Date, which was 3.721%, plus the applicable spread.
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