Union pacific corporation announces offers to exchange certain of its outstanding debt securities for new notes and cash

Union pacific corporation announced the commencement of private offers to exchange certain of its outstanding notes and debentures for a combination of new notes due 2060 and cash. the outstanding notes and debentures to be exchanged pursuant to the exchange offers are collectively referred to as the “existing notes.” the exchange offers are being conducted upon the terms and subject to the conditions set in an offering memorandum dated october 21, 2019 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 that has certified its status as “qualified institutional buyer” as defined in rule 144a under the securities act of 1933 or a person who is not a “u.s. person” as defined under regulation s under the securities act. eligible holders of existing notes that tender their existing notes prior to november 1, 2019, subject to any extension by union pacific (the “early exchange date”), will receive an additional early exchange premium. 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.  tenders of existing notes in the exchange offers may be validly withdrawn at any time prior to 5:00 p.m., new york city time, on november 1, 2019, subject to extension by union pacific but not thereafter, except in certain limited circumstances where additional withdrawal rights are required by law. the new notes will mature on march 20, 2060, and will bear interest at a rate per annum equal to the sum of (i) the bid-side yield on the 2.875% u.s. treasury note due may 15, 2049 on the price determination date (based on the bid-side price indicated on the bloomberg screen page fit1 at such date and time), and (ii) 1.57% (157 basis points). 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.
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