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Union Pacific Corporation Announces Pricing Terms of Exchange Offers
Omaha, Neb., November 4, 2019
Union Pacific Corporation (NYSE:UNP; and “Union Pacific” or the “Corporation”) today announced the pricing terms of its private offers to exchange certain of its outstanding notes and debentures referenced in the table below (the “Existing Notes”) for a combination of new notes due 2060 (the “New Notes”) and cash (the “Exchange Offers”), established as of 11:00 a.m., New York City time, on November 4, 2019 (the “Price Determination Date”) in accordance with Union Pacific’s offering memorandum dated October 21, 2019 (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Exchange Offer (the “Total Exchange Price”) for each $1,000 principal amount of Existing Notes validly tendered, not withdrawn prior to 5:00 p.m., New York City time, on November 1, 2019 (the “Early Exchange Date”) and accepted for exchange is set forth in the table below. The Total Exchange Price, which includes the early exchange premium of $50.00 in cash per $1,000 principal amount of Existing Notes validly tendered, not withdrawn prior to the Early Exchange Date and accepted for exchange, will be paid via the issuance of the principal amount of New Notes set forth in the table below,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less the early exchange premium of $50.00 in cash per $1,000 principal amount of Existing Notes validly tendered, not withdrawn and accepted for exchange. The annual interest rate on the New Notes will be 3.839%, which has been determined as the bid-side yield of the designated reference security as of the Price Determination Date, which was 2.269%, plus the applicable spread.
The table below shows the Total Exchange Price per $1,000 principal amount of each series of Existing Notes accepted in the Exchange Offers.
| CUSIP Number | Title of Series | Approximate Aggregate Principal Amount Outstanding (mm) | Reference UST Yield | Fixed Spread (basis points) | Total Exchange Price | |
|---|---|---|---|---|---|---|
| New Notes | Cash Payment | |||||
| 907818DE5 907818DF2 |
5.780% Notes due 2040 | $85 | 2.269% | 117 | $1,050.00 | $294.05 |
| 907818CU0 | 6.250% Debentures due 2034 | $179 | 2.269% | 97 | $1,000.00 | $345.20 |
| 907818CX4 | 6.150% Debentures due 2037 | $110 | 2.269% | 117 | $1,000.00 | $353.44 |
| 907818DS4 907818DT2 |
4.821% Notes due 2044 | $327 | 2.269% | 117 | $1,025.00 | $197.69 |
| 907818CS5 | 5.375% Debentures due 2033 | $185 | 2.269% | 97 | $1,000.00 | $232.49 |
| 907818DJ4 | 4.750% Notes due 2041 | $325 | 2.269% | 117 | $1,000.00 | $196.90 |
| 907818DX3 | 4.850% Notes due 2044 | $146 | 2.269% | 117 | $1,000.00 | $229.69 |
| 907818EX2 | 4.800% Notes due 2058 | $500 | 2.269% | 147 | $1,000.00 | $215.06 |
| 907818DU9 | 4.750% Notes due 2043 | $296 | 2.269% | 117 | $1,000.00 | $210.53 |
| 907818EW4 | 4.500% Notes due 2048 | $1,500 | 2.269% | 117 | $1,000.00 | $190.95 |
| 907818EV6 | 4.375% Notes due 2038 | $750 | 2.269% | 97 | $1,000.00 | $155.91 |
| 907818DL9 | 4.300% Notes due 2042 | $300 | 2.269% | 117 | $1,000.00 | $132.38 |
| 907818DP0 | 4.250% Notes due 2043 | $325 | 2.269% | 117 | $1,000.00 | $127.79 |
| 907818FC7 | 4.300% Notes due 2049 | $1,000 | 2.269% | 122 | $1,000.00 | $146.50 |
| 907818DZ8 | 4.150% Notes due 2045 | $350 | 2.269% | 122 | $1,000.00 | $108.66 |
| 907818EJ3 | 4.050% Notes due 2046 | $600 | 2.269% | 122 | $1,000.00 | $94.83 |
| 907818EF1 | 4.050% Notes due 2045 | $500 | 2.269% | 122 | $1,000.00 | $94.20 |
| 907818EN4 | 4.000% Notes due 2047 | $500 | 2.269% | 122 | $1,000.00 | $88.68 |
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 (the “Expiration Date”). In addition to the consideration described above, all eligible holders of Existing Notes validly tendered and accepted for exchange prior to the Expiration Date will also receive accrued and unpaid interest on those Existing Notes from the last interest payment date to, but not including, the settlement date of the applicable Exchange Offer, which is expected to be the second business day after the Expiration Date.
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.
The statements and information contained in the news releases provided by Union Pacific speak only as of the date issued. Such information by its nature may become outdated, and investors should not assume that the statements and information contained in Union Pacific's news releases remain current after the date issued. Union Pacific makes no commitment, and disclaims any duty, to update any of this information.