BNSF announces consent solicitation for holders of Burlington Northern Santa Fe, LLC debentures due 2097

Date
Jun 11, 2024

BNSF announces consent solicitation for holders of Burlington Northern Santa Fe, LLC's 7.25% debentures due August 1, 2097

FORT WORTH, TX–Burlington Northern Santa Fe, LLC (“BNSF”) today announced that it has commenced a consent solicitation (the “Consent Solicitation”) from holders of record as of 5:00 p.m., New York City time, on June 10, 2024 of its 7.25% Debentures due August 1, 2097 (CUSIP No. 12189TAF1) (the “Debentures”) to terminate, in accordance with its terms, the replacement capital covenant entered into by BNSF (as successor to Burlington Northern Santa Fe Corporation) as of December 15, 2005.

The replacement capital covenant was entered into in favor of and for the benefit of the holders of the Debentures and in connection with the issuance by BNSF of $500,010,000 aggregate principal amount of 6.613% Fixed Rate/Floating Rate Junior Subordinated Notes due December 15, 2055 (the “Notes”) to BNSF Funding Trust I (the “Trust”) and the issuance by the Trust of 500,000 shares of 6.613% Fixed Rate/Floating Rate Trust Preferred Securities (the “Trust Preferred Securities” and, together with the Notes, the “Securities”).

The proposed termination of the replacement capital covenant requires, among other conditions, the consent (the “Consent”) of the holders of at least 51% by principal amount of the outstanding Debentures (the “Requisite Consents”). The complete terms and conditions of the Consent Solicitation are set forth in BNSF’s Consent Solicitation Statement, dated June 11, 2024 (the “Consent Solicitation Statement”), to be distributed to holders of the Debentures for their consideration. This press release does not set forth all of the terms and conditions of the Consent Solicitation. Holders are urged to read the Consent Solicitation Statement carefully.

Under the terms of the replacement capital covenant, BNSF may only redeem or repurchase the Securities if a specified amount of the funds used are proceeds from the sale of equity or certain equity-like securities and if such sale takes place within a specified time period prior to such redemption or repurchase. If the proposed termination becomes effective, BNSF will be able to redeem or repurchase any or all of the Securities, regardless of the source of the consideration used to redeem or repurchase the Securities.

The Consent Solicitation will expire at 5:00 p.m., New York City time, on June 17, 2024, unless extended or earlier terminated by BNSF in its sole discretion (such time and date, as they may be extended, the “Expiration Time”). If the Requisite Consents are received at or prior to the Expiration Time and not validly revoked, the conditions to the Consent Solicitation are satisfied or waived, and BNSF accepts the Consents, BNSF will, as promptly as practicable after the Expiration Time, pay to each such holder (each, a “Consenting Holder”) a fee (the “Consent Fee”) equal to $5 in cash per $1,000 in principal amount of Debentures with respect to which Consents are accepted. Consents may be revoked at any time prior to the earlier of the date on which the Requisite Consents are obtained and 5:00 p.m., New York City time, on June 17, 2024 (the “Revocation Deadline”), but not thereafter.

If the proposed termination of the replacement capital covenant is approved, the termination will be binding on all holders of the Debentures, including those who did not deliver their Consent. Only holders who validly deliver their Consent at or prior to the Expiration Time and who do not validly revoke their Consent prior to the Revocation Deadline will receive the Consent Fee.

Requests for assistance in completing and delivering a Consent or requests for additional copies of the Consent Solicitation Statement and other related documents may be obtained by holders of the Debentures from the Information and Tabulation Agent for the Consent Solicitation, Global Bondholder Services Corporation, at (212) 430-3774 (banks and brokers) and (855) 654-2015 (toll-free). Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.

Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are the Solicitation Agents for the Consent Solicitation. Questions concerning the terms of the Consent Solicitation should be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106, or Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-1452.

None of BNSF, its board of directors, the Information and Tabulation Agent, the Solicitation Agents, the trustee for the Debentures or any of their respective affiliates makes any recommendation as to whether or not holders of the Debentures should deliver Consents to the proposed termination of the replacement capital covenant pursuant to the Consent Solicitation, and no person has been authorized by any of them to make any such recommendation. Each holder of the Debentures must make its own decision as to whether or not to deliver its Consent.

THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A SOLICITATION OF CONSENTS.

THE CONSENT SOLICITATION IS BEING MADE ONLY PURSUANT TO THE CONSENT SOLICITATION STATEMENT THAT THE INFORMATION AND TABULATION AGENT WILL DISTRIBUTE TO HOLDERS OF THE DEBENTURES. HOLDERS OF THE DEBENTURES SHOULD READ CAREFULLY THE CONSENT SOLICITATION STATEMENT PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE CONSENT SOLICITATION, BECAUSE THAT DOCUMENT CONTAINS IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE CONSENT SOLICITATION.