UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 7, 2023 (
(Exact name of registrant as specified in its charter)
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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 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 September 7, 2023, CSX Corporation (the “Company”) completed a public offering of $600,000,000 aggregate principal amount of the Company’s 5.200% Notes due 2033 (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, a Tenth Supplemental Indenture, dated as of December 10, 2020 and an Eleventh Supplemental Indenture, dated as of July 28, 2022 (collectively, the “Indenture”) and an Action of Authorized Pricing Officers of the Company dated as of September 5, 2023. The offering of the Notes was made pursuant to the Company’s shelf registration statement on Form S-3ASR (Registration No. 333-262788) which became effective February 16, 2022. On September 6, 2023, 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 16, 2022, and Prospectus Supplement, dated September 5, 2023, 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 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) The following exhibits are being filed herewith:
| 4.1 | Action of Authorized Pricing Officers of CSX Corporation dated September 5, 2023. | |
| 4.2 | Form of Notes. | |
| 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 | |
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: September 7, 2023 | By: | /s/ Sean R. Pelkey | ||||
| Name: | Sean R. Pelkey | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||