OMAHA, Neb., Nov. 4, 2019/ PRNewswire/– Union Pacific Corporation (NYSE: UNP; and “Union Pacific” or the “Corporation”) today revealed (a) the early results of its private deals to exchange specific of its exceptional notes and debentures referenced in the table below for a mix of brand-new notes due 2060 (the “New Notes”) and cash (the “Exchange Offers”) and (b) a modification to the Exchange Provides to increase the Exchange Offers Limit (as defined below) from $1,500,000,000 to $1,790,000,000. The exceptional notes and debentures to be exchanged pursuant to the Exchange Offers are collectively referred to as the “Existing Notes.”On October 21, 2019, Union Pacific began eighteen separate Exchange Offers to eligible holders in an amount that needs no more than $1,500,000,000 of New Notes to be provided pursuant to the Exchange Offers (the “Exchange Offers Limitation”), based on the suitable top priorities and limitations as set forth in Union Pacific’s offering memorandum dated October 21, 2019 (the “Offering Memorandum”) and related letter of transmittal.The approximate principal amount of the Existing Notes validly tendered for exchange and not validly withdrawn, since 5:00 p.m., New york city City time, on November 1, 2019(the”Early Exchange Date “), based upon info provided by the exchange representative to Union Pacific, is$3,417,693,000, as explained in higher information in the table below. The amount of outstanding Existing Notes validly tendered and not validly withdrawn since the Early Exchange Date surpassed the minimum condition that Union Pacific receive valid tenders of Existing Notes, not validly withdrawn, that require the issuance of at least $500 million aggregate principal quantity of New Notes in accordance with the regards to the Exchange Offers.The table below programs the principal quantity of each series of Existing Notes that has actually hurt and not validly withdrawn pursuant to the Exchange Provides since the Early Exchange Date.CUSIP Number Approximate Aggregate Principal Quantity Exceptional(mm)The Corporation announced that, in accordance with its rights as stated in the Offering Memorandum and the related letterof transmittal, it has changed the size of
Offers by increasing the Exchange Offers Limitation from$1,500,000,000 to$
1,790,000,000. The Exchange Offers will expire at 11:59 p.m., New York City time, on November 18, 2019, unless extended or earlier ended by Union Pacific. In accordance with the terms of the Exchange Offers, tendered Existing Notes may no longer be withdrawn, other than in particular minimal scenarios where extra withdrawal rights are required by law.The Exchange Offers are being conducted upon the terms and subjectto the conditions set forth in the Offering Memorandum and the associated letter of transmittal. The Exchange Offers are just made, and copies of the offering documents will just be provided, to a holder of the Existing Notes who has actually licensed its status as (1)a”certified institutional purchaser “as defined in Guideline 144A under the Securities Act of 1933
, as changed( the”Securities Act “), or(2)a person who is not a”U.S. individual “as specified under Guideline S under the Securities Act.The New Notes have actually not been signed up under the Securities Act or any state securities laws. The New Notes might not be used or sold in the United States missing registration or an appropriate exemption from the registration requirements of the Securities Act and any applicable state securities laws.This news release is not an offer to offer or a solicitation of a deal to buy any security. The Exchange Offers are being made exclusively by the Offering Memorandum and the associated letter of transmittal and just to such persons and in such jurisdictions as is permitted under appropriate law.Documents connecting to the Exchange Offers will only be distributed to holders of Existing Notes that complete and return a letter of eligibility verifying that they are qualified financiers for the Exchange Offers. Holders of Existing Notes that want to examine the eligibility letter might visit the site for this purpose at http://www.dfking.com/unp or contact D.F. King & Co., Inc., the information representative for the Exchange Offers, at(212)269‑5550 or(888)541-9895 or by email at [email protected] DECLARATIONS This press release and associated products(including details in oral statements or other composed statements made or to be made by us), contain declarations about the Corporation’s future that are not declarations of historic fact. These statements are, or will be, forward‑looking statements as specified by the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward‑looking statements likewise usually include, without restriction, details or statements regarding: forecasts, predictions, expectations, quotes or projections regarding the Corporation’s and its subsidiaries’service, monetary, and operational results, and future economic performance; and management’s beliefs,
expectations, goals and goals and other similar expressions concerning matters that are not historic realities. Forward-looking declarations need to not be checked out as an assurance of future efficiency or outcomes, and will not necessarily be accurate indications of the times that, or by which, such efficiency or outcomes will be accomplished. Positive details, consisting of expectations relating to functional and monetary improvements and the Corporation’s future performance or outcomes undergo risks and uncertainties that might cause actual efficiency or r3esults to vary materially from those revealed in the statements. Crucial factors, including risk aspects, might affect the Corporation’s and its subsidiaries’future results and could cause those results or other results to differ materially from those expressed or suggested in the
positive declarations. Details concerning threat aspects and other cautionary information are available in the Corporation’s Yearly Report on Form 10-K for 2018, which was filed with the Securities and Exchange Commission(“SEC” )on February 8, 2019. The Corporation updates information relating to risk aspects if scenarios require such updates on Kind 10-Q and its subsequent Annual Reports on Form 10-K(or such other reports that might be filed with the SEC). Forward‑looking statements speak only as of, and are based just upon information readily available on, the date the declarations were made. The Corporation assumes no obligation to upgrade forward‑looking information to reflect actual results, modifications in assumptions or changes in other aspects affecting forward‑looking info. If the Corporation does update one or more forward‑looking declarations, no inference needs to be drawn that the Corporation will make extra updates with regard thereto or with respect to other forward‑looking declarations. Referrals to our website are attended to benefit and, therefore, information on or available through the site is not, and ought to not be deemed to be, integrated by recommendation herein.ABOUT UNION PACIFIC Union Pacific Railroad Company is the principal operating business of Union Pacific Corporation(NYSE: UNP). Among America’s many recognized companies, Union Pacific Railway Company links 23 states in the western two-thirds of the nation by rail, providing an important link in the international supply chain. The railroad’s varied service mix is categorized into its Agricultural Products, Energy, Industrial and Premium business groups. Union Pacific serves numerous of the fastest-growing U.S. population centers, operates from all significant West Coast and Gulf Coast ports to eastern gateways, links with Canada’s rail systems and is the only railway serving all six major Mexico gateways. Union Pacific supplies worth to its approximately 10,000 clients by delivering products in a safe, trustworthy, fuel-efficient and ecologically accountable way.
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