Burlington Northern Santa Fe 8-K 2010
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 7, 2010
Burlington Northern Santa Fe, LLC
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Burlington Northern Santa Fe, LLC (BNSF) entered into an underwriting agreement (the Underwriting Agreement) dated as of September 7, 2010, with Banc of America Securities LLC, Barclays Capital Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters listed therein (collectively, the Underwriters), pursuant to which BNSF agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, $250 million in aggregate principal amount of 3.60% Debentures due September 1, 2020, and $500 million in aggregate principal amount of 5.05% Debentures due March 1, 2041, as described in the prospectus supplement dated September 7, 2010, filed pursuant to BNSFs shelf registration statement on Form S-3, Registration No. 333-166755.
The debentures were issued under the Indenture dated as of December 1, 1995, the Fifth Supplemental Indenture dated as of February 11, 2010 and the Seventh Supplemental Indenture dated as of September 10, 2010, between BNSF and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as successor in interest to The First National Bank of Chicago, as trustee, and an officers certificate providing for the issuance of the debentures. The Underwriters delivered the debentures against payment on September 10, 2010.
A copy of the Underwriting Agreement, Seventh Supplemental Indenture and other documents relating to this transaction are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
See Item 1.01.
See Exhibit Index included herewith.
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 hereunto duly authorized.
BURLINGTON NORTHERN SANTA FE, LLC
INDEX OF EXHIBITS