CSX completes exchange offers for several series of notes, debentures

By Jennifer Chiou

New York, March 22 - CSX Corp. announced the wrap of its exchange offers for a new series of 6.22% notes due 2040 and cash for five existing series of notes.

The exchange offers began on Feb. 22 and expired at 11:59 p.m. ET on March 19.

In all, the company expects to issue $660 million of new notes along with a $140,696,730 cash payment for the tendered notes, plus accrued interest.

At the end of the offers, holders tendered:

• $320,474,000 of the company's $400 million of 7.45% notes due 2038;

• $208,348,000 of its $272,614,000 of 7.95% debentures due 2027;

• $34,195,000 of its $115,712,000 of 8.625% debentures due 2022;

• $24.51 million of its $93,591,000 of 8.1% debentures due 2022; and

• $123,866,000 of its $384,769,000 of 7.9% debentures due 2017.

Of those tenders, CSX said it will accept all of the tenders for the 7.45% notes, 7.95% debentures, 8.625% debentures and 8.1% debentures. In addition, it will accept on a prorated basis $72,173,000 of tenders for the 7.9% debentures - a proration factor of about 58%.

As of 5 p.m. ET on March 5, the early tender date, holders had tendered $696,393,000 of securities, including: an unchanged amount of 7.45% notes; $193,348,000 of the 7.95% debentures; an unchanged number of 8.625% debentures; an unchanged amount of debentures; and the same amount of 7.9% debentures.

Eligible holders of the 7.45% notes, 7.95% debentures and 8.625% debentures could exchange any and all of their notes, which had first priority.

Eligible holders of the company's 8.1% debentures and 7.9% debentures could exchange a total principal amount of their notes equal to $660 million less the total principal amount of first-priority notes exchanged.

The exchange offers were subject to conditions that included the receipt of valid tenders for at least $400 million principal amount of notes. This condition had previously been met.

Eligible holders who tendered by the early tender date will receive an early exchange premium.

The exchange offers were only being made to holders who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933 or who are not "U.S. persons" as defined under Regulation S under the Securities Act.

Documents relating to the exchange offers will only be distributed to noteholders who completed and returned a letter of eligibility. Copies of the eligibility letter were available through D.F. King & Co., Inc. (800 714-3312), the information agent.

CSX is a Jacksonville, Fla.-based railroad and transportation company.

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