Union Pacific begins private exchange offers for 12 series of notes

By Angela McDaniels

Tacoma, Wash., July 22 - Union Pacific Corp. began private exchange offers for 12 series of notes, according to a company news release.

The company is offering a combination of new notes due 2024 and cash for the following notes, which are listed in order of acceptance priority:

• $400 million of 6.125% notes due 2020;

• $178,541,000 of 7.875% notes due 2019;

• $211.75 million of 7% debentures due 2016;

• $232,058,000 of 5.65% notes due 2017;

• $321,585,000 of 5.75% notes due 2017; and

• $472,705,000 of 5.7% notes due 2018.

The company is offering a combination of new notes due 2044 and cash for the following notes, which are listed in order of acceptance priority:

• $375.9 million of 5.78% notes due 2040;

• $250 million of 6.15% debentures due 2037;

• $250 million of 7.125% debentures due 2028;

• $600 million of 6.625% debentures due 2029;

• $250 million of 6.25% debentures due 2034; and

• $200 million of 5.375% debentures due 2033.

Union Pacific will issue no more than $500 million of new 2024 notes and no more than $500 million of new 2044 notes.

The company said there will be enough new 2024 notes for it to accept any and all of the 6.125% notes due 2020 tendered, and there will be enough new 2044 notes for it to accept any and all of the 5.78% notes due 2040 tendered. The remaining amounts of each other series of notes that are exchanged will be determined in accordance with the caps and their acceptance priority levels.

Holders who tender by 5 p.m. ET on Aug. 2 will receive an additional early exchange premium.

The exchange offers will expire at 11:59 p.m. ET on Aug. 16.

The 2024 offers are subject to the condition that holders tender enough notes to require the issuance of at least $250 million principal amount of new 2024 notes. Similarly, the 2044 offers are subject to the condition that holders tender enough notes to require the issuance of at least $250 million principal amount of new 2044 notes.

The 2024 offers are not conditioned on the company's ability to complete the 2044 offers and vice versa.

The exchange offers are only being made to noteholders who are qualified institutional buyers as defined in Rule 144A under the Securities Act or who are not U.S. persons as defined under Regulation S.

The information agent is D.F. King & Co., Inc. (212 269-5550, 800 714-3312, unp@dfking.com or http://www.dfking.com/unp).

Union Pacific is a railroad company based in Omaha.

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