UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 21, 2019
CSX CORPORATION
(Exact name of registrant as specified in its charter)
| Virginia | 1-08022 | 62-1051971 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 500 Water Street, 15th Floor, Jacksonville, Florida | 32202 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (904) 359-3200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
| Item 1.01. | Entry into a Material Definitive Agreement |
On February 21, 2019, CSX Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the Underwriters named therein (the “Underwriters”) for the public offering of an additional $600,000,000 aggregate principal amount of the Company’s existing 4.250% Notes due 2029 (the “2029 Reopening Notes”) and $400,000,000 aggregate principal amount of the Company’s 4.500% Notes due 2049 (the “2049 Notes” together with the 2029 Reopening Notes, the “Notes”). The 2029 Reopening Notes were issued pursuant to an indenture, dated as of August 1, 1990, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), successor to JPMorgan Chase Bank, N.A. (formerly known as The Chase Manhattan Bank), as trustee, as supplemented by a First Supplemental Indenture dated as of June 15, 1991, a Second Supplemental Indenture dated as of May 6, 1997, a Third Supplemental Indenture dated as of April 22, 1998, a Fourth Supplemental Indenture dated as of October 30, 2001, a Fifth Supplemental Indenture dated as of October 27, 2003, a Sixth Supplemental Indenture dated as of September 23, 2004, a Seventh Supplemental Indenture dated as of April 25, 2007 and an Eighth Supplemental Indenture dated as of March 24, 2010 (collectively, the “Original Indenture”). The 2049 Notes were issued pursuant to the Original Indenture, as supplemented and amended by the Ninth Supplemental Indenture, dated as of February 12, 2019. The Notes were issued pursuant to an Action of Authorized Pricing Officers dated as of February 21, 2019. The Notes have been registered under the Securities Act of 1933, as amended (the “Act”), by a Registration Statement on Form S-3ASR (Registration No. 333-229627) which became effective February 12, 2019. On February 21, 2019, the Company filed with the Securities and Exchange Commission, pursuant to Rule 424(b)(2) under the Act, its Prospectus, dated February 12, 2019, and Prospectus Supplement, dated February 21, 2019, pertaining to the offering and sale of the Notes.
The forms of the Notes are filed as Exhibits 4.2 and 4.3 to this Report and are incorporated by reference in this Report.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
See Item 1.01.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits required to be filed by Item 601 of Regulation S-K.
The following exhibits are filed as a part of this Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CSX CORPORATION | ||||||
| Date: February 27, 2019 | By: | /s/ Sean Pelkey | ||||
|
Name: Sean Pelkey | ||||||
| Title: Vice President and Treasurer | ||||||