Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
See Item 8.01.
Item 8.01. Other Events
On December 10, 2020, CSX Corporation (the "Company") completed a public
offering of $500,000,000 aggregate principal amount of the Company's 2.500%
Notes due 2051 (the "Notes"). The 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, an Eighth Supplemental Indenture dated as of March 24, 2010, a Ninth
Supplemental Indenture, dated as of February 12, 2019 and a Tenth Supplemental
Indenture, dated as of December 10, 2020 (collectively, the "Indenture") and an
Action of Authorized Pricing Officers of the Company dated as of December 1,
2020. The offering of the Notes was made pursuant to the Company's shelf
registration statement on Form S-3ASR (Registration No. 333-229627) which became
effective February 12, 2019. On December 2, 2020, the Company filed with the
Securities and Exchange Commission, pursuant to Rule 424(b)(2) under the
Securities Act of 1933, its Prospectus, dated February 12, 2019, and Prospectus
Supplement, dated December 1, 2020, pertaining to the offering and sale of the
Notes.
The foregoing summary is qualified by reference to the Indenture, the Action of
Authorized Pricing Officers of the Company and the form of global note for the
offering, which are filed as exhibits to this Current Report on Form 8-K and are
incorporated by reference herein and in the above-referenced shelf registration
statement.
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.
Exhibit
No. Description
4.1 Action of Authorized Pricing Officers of CSX Corporation dated
December 1, 2020.
4.2 Form of Notes.
4.3 Tenth Supplemental Indenture, dated as of December 10, 2020, between
the Registrant and The Bank of New York Mellon Trust Company, N.A. (as
successor to JPMorgan Chase Bank, N.A., formerly The Chase Manhattan
Bank), as Trustee.
5.1.1 Opinion of Davis Polk & Wardwell LLP.
5.1.2 Opinion of Hunton Andrews Kurth LLP.
23.1.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1.1).
23.1.2 Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1.2).
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL
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