Burlington Northern Santa Fe 8-K 2011
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): May 16, 2011
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):
Item 1.01. Entry into a Material Definitive Agreement.
Burlington Northern Santa Fe, LLC (BNSF) entered into an underwriting agreement (the Underwriting Agreement) dated as of May 16, 2011, with Citigroup Global Markets Inc., J.P. Morgan Securities LLC 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 4.10% Debentures due June 1, 2021, and $500 million in aggregate principal amount of 5.40% Debentures due June 1, 2041, as described in the prospectus supplement dated May 16, 2011, 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 Eighth Supplemental Indenture dated as of May 19, 2011, 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 May 19, 2011.
A copy of the Underwriting Agreement, Eighth 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.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01.
Item 9.01. Financial Statements and Exhibits.
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