Union pacific corporation announces results to date of exchange offers and increase in size of exchange offers limit
Union pacific corporation announced 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 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. 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 out 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 the approximate principal amount of the existing notes validly tendered for exchange and not validly withdrawn, as of 5:00 p.m., new york city time, on november 1, 2019 (the "early exchange date"), based on information provided by the exchange agent to union pacific, is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. the amount of outstanding existing notes validly tendered and not validly withdrawn as of the early exchange date exceeded the minimum condition that union pacific receive valid tenders of existing notes, not validly withdrawn, that require the issuance of at least $500 million aggregate principal amount of new notes in accordance with the terms of the exchange offers.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 corporation announced that, in accordance with its rights as set out 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 in accordance with the terms of the exchange offers, tendered existing notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.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 out 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 a "qualified institutional buyer" as defined in rule 144a under the securities act of 1933, as amended (the "securities act"), or a person who is not a "u.s. person" as defined under regulation s under the securities act.
